United Heroes: D-Avengers-Web Up the Stars
by KingFrancisX
Summary: Sequel to "God Mission". Eggman and Doc Ock are at it again. They've captured an alien race called the Wisps and are using their innate energy in another effort to take over their worlds. Spider-Man, Sonic, and some of their D-Avengers friends must race through their amusement park and use the powers of the Wisps to stop the evil doctors in this star-reaching adventure.
1. Character Bio

_Main Characters Bio_

 **BGM-Sonic Colors OST-Options Menu**

 **Heroes**

Peter Parker, aka Spider-Man (Wearing the Advanced Suit from _Marvel's Spider-Man PS4_ ):

The spectacular crime-fighting superhero with amazing spider-powers that doesn't know when to web up his own mouth. Spider-Man is the pinnacle of what it means to be a hero, using his powers to help others before himself. When he learned of Dr. Octopus's newest plot using the Wisps, Spider-Man races off to save them and stop the doctors, while also having a little fun in-between at their amusement park.

Mary Jane Watson (Design based off her _Marvel's Spider-Man PS4_ appearance):

As Peter's next-door neighbor, Mary Jane was one of the first to learn of his secret identity. The two have become great friends over the years, even dated for a while but decided to break it off when things got too dangerous. Still, MJ will always be there for Peter whenever he hits a ditch. Though that's not a reason to join him on this amusement park space adventure with death traps and killer robots. Guess MJ has a thing for danger.

Sonic the Hedgehog:

Sonic is a hedgehog who loves freedom and the truth. He can't leave anyone in need of help and he's spent years rescuing victims from Dr. Eggman's conniving schemes. He knows better than to believe the round scientist, especially when Dr. Eggman claims he's doing something nice.

Miles "Tails" Prower:

Tails is a flying, two-tailed fox who helps Sonic out on his many adventures. Tails' mechanical genius often gets them out of trouble and helps them stay just ahead of Dr. Eggman's henchmen. He builds a translator to understand the Wisps who've been captured by Dr. Eggman and Dr. Octopus.

Ruby Rose, aka Scarlet Rose:

An excited young girl that can run almost as fast as Sonic, wielding a giant scythe that can also turn into a sniper rifle. Ruby dreams of becoming an awesome Huntress one day, hoping to surpass Spider-Man and Sonic as heroes. When she first heard of an amusement park in space, Ruby practically jumped in excitement and is super eager to try out as many rides as possible, oh, and save the aliens too.

Yang Xiao Long, aka Power Woman:

This powerhouse of a cute blond is Ruby's half-sister, best friend of Mary Jane, and is the girlfriend of Peter Parker. Yang loves to makes jokes while hurling the hurt to her enemies. She also has a bit of a temper, but she's gradually learned to keep a levelhead, unless you mess up her hair, then all hell breaks loose.

Pit:

Pit is the loyal captain of the Goddess of Light's royal army. A bit naïve in some areas, but his heart is always on the path of a hero, using his mentor, Spider-Man as an inspiration to follow. Equipped with new nanites that allows him to fly indefinitely, as well as his new Morph Blade, Pit joins his new team, the D-Avengers to the doctors' amusement park and put a stop to their evil schemes.

Palutena:

The lovable Goddess of Light that loves to be mischievous sometimes. Palutena has spent centuries protecting the humans of her world along her faithful servant, Pit. She joined the D-Avengers to better understand mortals and become more involved protecting them, no matter the world.

 **Villains**

Dr. Otto Octavius, aka Dr. Octopus (Design is based off the later half of Season 4's _Ultimate Spider-Man_ , where he wears the classic green-and-yellow armor with some muscles):

A genius scientist with four metallic arms and a nanotech suit, Dr. Octopus is one of Spider-Man's oldest and most dangerous arch-enemies to date. He met Dr. Eggman thanks to the wondrous powers of the ISO-8 and the two have become the best of sinister friends. But it would seem he has remorse his evil ways and built an amusement park with Eggman for everyone to enjoy, but he knows full well Spider-Man won't fall for that and is more than ready for him now.

Dr. Eggman:

Despite being a scientific genius with an IQ of 300, Dr. Eggman's evil plans are constantly foiled by Sonic. He's convinced everyone of his generosity with his impressive theme park – everyone but Sonic that is. What is he and Ock really after...?

Sinister Six:

Six of Spider-Man's most notorious baddies have come together on several occasions in different incarnations by Doc Ock to take down the Webslinger once and for all. This newest iteration has been reassembled by the doctor to guard the hostage planets and destroy the D-Avengers when they come across them. Who are the newest members of the Six? Whoever they are, with their new powers granted by the aliens, they might be the most dangerous version of the Six yet.

Silver Sable (Design based off her classic appearance from the comics):

Silver Sablinova, also known as Silver Sable, is not your ordinary princess of a foreign country. She's the leader of the Wild Pack, and the owner of Sable International, an elite taskforce made up of the best mercenaries of Earth. She's an expert combatant, able to handle those with superpowers and win on several occasions. Because of her record, she has been tasked by the doctors to provide as security for their park. Though she respects Spider-Man and have worked by his side on a few occasions, she will not hold back when she's offered the job to eliminate him and his friends.

 **BGM End**


	2. Prologue: To Conquer the Stars

_Prologue: To Conquer the Stars_

 **Prime Earth, Dr. Doom's Castle**

 **BGM-Mario and Luigi: Dream Team OST-Bowser's Theme**

"… _And are you SURE this plan of yours will work?"_ Dr. Doom asked the other evil doctors of his "Masters of Evil", Dr. Octopus of Earth and Dr. Eggman of Mobius, from his throne.

It has been almost two weeks since the God of Mischief Loki's brief reign over the Nine Realms. Despite retrieving another Exo Stone during that debacle, the Masters of Evil are still behind on their goals of taking over their worlds. Thankfully, Eggman and Octavius have been working on another project that might level the plain field.

"ABSOLUTELY, Doom! This plan is completely foolproof. You can count of us!" Eggman expressed.

" _I would hope so, Eggman. We are running out of time as we speak. Only two Exo Stones remain to be located in this cosmos. The heroes have four while we possess a "measly" two. We MUST retake the advantage if we ever hope of accomplishing our mutual goal."_ Doom said, displeased how they've been losing this "Exo Race" to mere children.

"That is where our plan comes in," Doc Ock sinisterly grinned, "We'll keep the heroes busy while you and Salem locate the remaining two stones with no disturbance."

" _Agreed. Hopefully we'll get some results, assuming you two don't fail in the meantime."_ Doom replied.

"I assure you, Doom. This is our greatest plan yet. The heroes won't know what they're in for." Ock grinned.

"You SURE you don't want any part of our little "fun house"?" Eggman asked Salem, who's been standing by the side. The queen of darkness simply glares at him, scaring him a bit, "You don't have to give me that look. A simple "no" would suffice."

Salem grunts at him before turning back to the desk. She seems intrigued at the strange alien life-forms that have been captured by the doctors for their plan to work. Four small creatures: a white-colored alien with three tentacles for arms. One shaped like a cyan lightning bolt. The other shaped like a yellow drill with a single eye. And the last one that looks to have an orange rocket for a body. The small aliens look scared as they speak alien gibberish while Doc Ock approaches Salem.

"Will these small creatures be enough for your plan to work?" Salem asked the eight-armed doctor.

"They may be small, but their innate energy is _immeasurable_ , surpassing the ISO-8 and the Chaos Emeralds. With them under our control, they could prove to match the Exo Stones themselves." Ock proclaimed.

"Interesting." Salem remarked.

Ock uses his metal tentacles to grab the little aliens, bringing the frightened white one up close to his glasses. "Don't be scared. Where you're going, there's gonna be loads of fun, for us." He evilishly grinned as he walks away with Eggman.

"See ya later, everyone. We got aliens to capture, and an amusement park to run!" Eggman said, laughing manically as they are set to hatch another dastardly plot.

 **BGM End**


	3. Opening and Ending

_Opening_

 **BGM-Sonic Colors OST-Reach for the Stars (Opening Theme)**

Opening scene begins with Spider-Man, Sonic, Ruby, Yang, Pit, Palutena, and Tails holding onto Mary Jane as they race through Planet Wisp, pleasantly surprised by the appearance of their new alien buddy, Yacker and his differently colored Wisps as they fly ahead to the skies and use their colors to write the name, D-Avengers, in colored text:

 **D-Avengers: Web Up the Stars**

Over at the grand opening of Egg n' Ock's Incredible Interstellar Amusement Park, Spider-Man swings through the festive Tropical Resort while a grinning Sonic and Ruby grind on the rails below, with Yacker accompanying them.

On Planet Wisp, hundreds of Wisps are enjoying themselves across, playing around with their fellow Wisps friends, like using a Spike Wisp to throw at a tower of Cube Wisps and is left unamused.

Back at Tropical Resort, Eggman and Ock stand on top of a spherical building, kindly welcoming the people to their park before they let out a maniacal cackle while Orbot and Cubot relax behind them, with the latter enjoying himself to hot cocoa.

Next scene shows Spider-Man swinging over Tropical Resort to avoid Silver Sable's soldiers and their rocket launchers, absorbing the Red Burst Wisp to shoot out explosive web balls to blow them back. By his side, Sonic runs around the park, homing attacking a few Egg Pawns and Octobots that bounces him to the air where he meets the Cyan Laser Wisp. The two high-five each other before Sonic absorbs him to turn himself into a lightning-fast laser that blitz through all robots in sight. While Sonic enjoys himself as a laser, he bypasses Ruby who bounced off and clinged to a nearby wall. She smirks when she spots the Yellow Drill Wisp flies below her and jumps down to absorb it, transforming her Crescent Rose to a drill-themed weapon and burrows through the ground while surrounded by a yellow aura. On Planet Wisp, Pit is using the powers of the Orange Rocket Wisp on his wings to rocket high to the sky. Nearby, a Pink Spike Wisp-powered Sonic rolls up a wall while at the same time Yang drops down with her recolored blue Ember Celica as she pounds the ground with them, releasing an explosion of blue cubes. Up in the skies, Palutena's having fun riding the air while sitting on her Green Hover Wisp-shaped staff like a happy witch, leaving green sparkles behind. At Aquarium Park, a purple, frenzy man-spider that looks to be Spider-Man bounces off the air and the water before slashing the screen with his claws.

Back at Tropical Resort, Spider-Man and Sonic race over to meet with the laughing Eggman and Doc Ock as they stand in front of their collection of Wisps. They are, at first, surprised by their appearance, along with the rest of their friends who arrived seconds later. At the same time, shadowy figures that appears to be the Sinister Six accompany the villainous doctors. Spidey and Sonic perk up and lead the assault against the doctors and the Sinister Six.

The last scene is in space. The D-Avengers, including Tails and Mary Jane are quickly joined by Yacker and their many wisp friends. Everyone nods as they jump high into sky, ready for an amazing space adventure.

 **BGM End**

* * *

 _Ending_

 **BGM-Sonic X OST- "Fu-tu-re" (Ending 1 Theme)**

At Peter's house, the whole D-Avengers gang (including Weiss and those not present in this story) are sleeping on the sofa and floors after having a mini-party. Everyone is going to bed except for Peter, Ruby, and Sonic who decided to stay up and watch clips of their previous adventures on TV. Slowly, the three of them gets sleepy, and soon enough they turn off the TV and sleep in the living room. The following morning, Aunt May walks in to see the living room is a mess and is displeased with the three heroic teenagers, giving them a glare to clean up. Peter and Ruby sheepishly scratch their cheeks while Sonic sheepishly shrugs in response.

 **BGM End**

* * *

 **KFX Here: The first issue will be uploaded soon. Since this is based off a relatively light-hearted plot, there'll "hopefully" be more funny moments in this story. This story will contain elements from both the Wii version and the DS version of Sonic Colors. Again, the main heroes for this story are: Spider-Man, Mary Jane, Sonic, Tails, Ruby, Yang, Pit, and Palutena.**

 **Make sure to visit my forum (link can be found on my profile page) and check out my Deviantart page, "KingSonicFan", where I occasionally upload drawings of mine. See ya later.**


	4. Issue 1: Egg n' Ock's Planet Park

_Issue 1: Egg n' Ock's Incredible Interstellar Amusement Park_

 **High above the planet Mobius**

 **BGM-Sonic Colors OST-Tropical Resort Act 1**

Above the planet Mobius, homeworld to its hero, Sonic the Hedgehog, a new adventure is set to begin in a gigantic and colorful amusement park floating in space, surrounded by five other planets chained to the park above Sonic's world.

There appears to be an entrance way to the planetary theme park. This massive resort is simply breath-taking with its colors exploding like fireworks in the sky all while Eggman's voice can be heard from the loud speaker, _'Next stop, the Tropical Resort. There, you'll find breathtaking views from our giant Ferris wheel, amazing deals in the shopping mall, and constant risk of bodily harm.'_

In front of the arching gate, a white web attaches itself to the "Welcome" sign. The red-and-blue costume figure who launched the webline uses it as a method to swing through the resort. He swings and swings, bouncing off the giant ferris wheel to run along a rail before he leaps off to swing some more again.

Down below, a blue streak speeds by, smashing through Egg Pawns wielding welcome signs while covered in a blue aura, all with a grin on his face. Up ahead, a young teenage girl that looks to be Red Riding Hood grinds on a rail that leads to a breathtaking view of Mobius outside. She tricks off the rail when she notices some flying octobots approaching her. In a quick instant, she takes out her large red scythe and slices them up as she lands on the ground and bounces off the walls repeatedly as a quick stream of red roses.

Up in the air, a happy young boy flies through the skies with his wings, avoiding the Spinner badniks while spinning through the Dash Rings to give himself an extra boost of speed while shouting, "YEAH-HA!"

On the ground, robots are continuously getting rammed by a smirking blond riding her high-tech motorcycle that can transform into a hoverbike, accompanied by a beautiful green-haired goddess flying by her side and a two-tailed fox holding onto a ponytailed redhead as they fly up to catch up with the others.

The redhead girl, known as Mary Jane Watson looks up and smiles to see the spider hero swinging through the resort, "How're you liking this place, Pete?"

"WOOOOHOOOO," The Amazing Spider-Man spins through a line of rainbow rings in mid-air that leads him to a spectacular view of the whole park, "This place is AMAZING!" He shouted as he continues swinging.

Sonic laughs as he grinds down a rail. "You can say that again!" He cheered as he leaps off to homing attack more robots.

An excited Ruby Rose (in her hooded, red headpiece "Scarlet Rose" costume while wearing a red ski mask) jumps off a dash panel to perform a few tricks in mid-air. "Good! Great! Awesome! Outstanding…," She said as Pit flies above and grabs her hand.

"AMAZING!" The angel of Skyworld, Pit finished.

"You guys are as chipper as ever!" The Goddess of Light, Palutena smiled as she flies through the air.

"Enough yapper! I wanna go on some rides!" Yang Xiao Long (in her silver tiara-wearing "Power Woman" costume while also wearing a yellow ski mask) cried as she revs up her motorbike through the area.

"Hey, wait! We haven't gone over the park rules yet!" Tails shouted while still holding onto Mary Jane as he flies with his tails.

MJ laughs. "This is gonna be fun!" She said as she and Tails catches up with the other thrill-seekers in this amusement park in space.

 **BGM End**

* * *

 **Eggman and Ock's Secret Hideout**

Dr. Eggman laughs while he spots the D-Avengers from their monitor, "It would seem that the D-Avengers have finally arrived, JUST as we suspected."

"Phase one of the plan is now complete. Now onto phase two." Otto said.

"It's been a while since it was just the two of us. I'm looking forward to CRUSHING our mutual enemies when all is said and done." Eggman said, laughing with his fellow mad scientist.

" **Um, excuse me, bosses,"** One of Eggman's minions called Orbot starts speaking, **"I want to inform you some of the aliens we've captured have escaped."**

"WHAT?! Then what are you standing around for?! Go get them!" Otto ordered.

" **On it, boss!"** The other robot called Cubot saluted while he speaks in a "Cowboy" accent and joins Orbot to retrieve the missing aliens.

* * *

 **Back with the D-Avengers…**

 **BGM-Sonic Colors OST-Area: Tropical Resort**

' _Welcome to Egg n' Ock's Incredible Interstellar Amusement Park, where you can enjoy five planets for the price of one!'_ Eggman's voice spoke through the loud speaker of Tropical Resort.

"He loves to hear his own lips flap, but I gotta hand it to the Eggster, this place is epic," Sonic smiled, "Everyone and their brother is gonna want to come here."

"Or sister." Yang grinned as they walk together.

"An amusement park in space…! I'm SO tempted to check out all the rides!" Pit said excitedly and eagerly.

"I feel like forgetting about saving the world and hop on one right now!" Ruby followed, sharing Pit's excited enthusiasm.

"As much as I would love to share your enthusiasm guys, we're still in enemy territory. We'll have to be careful." Palutena advised.

"Aw, lighten up, Palutena. This place looks fun!" MJ smiled.

"Since when did Eggman and Ock ever care about building a place where people can have fun?" Spider-Man asked the redhead.

"I know it sounds unlikely, but do you see anything suspicious around? This place looks totally harmless." Tails remarked.

"Because Eggman and Ock plus secretly built amusement park equals evil plot for us to foil. Lucky for us they're not very good at keeping things hidden." Sonic replied.

"True, it would be pretty hard to miss a giant floating space amusement park surrounded by planets." Tails said.

"Still, an evil plot? I don't think so." MJ spoke up.

"It's still risky to be here, MJ." Spidey told her, worried for her safety if this does happen to be an evil plot and he doesn't want her caught in the crossfire.

"I'll be fine, Peter. I got my gauntlets," MJ shows off the repulsor-powered gauntlets Peter gave her a long time ago during their last battle with the Green Goblin, "Ozpin unlocked my aura for extra protection during the tournament," She said, referring to the DX World Grand Prix from a few weeks ago, "And I got you guys." She smiled as Yang puts her elbow on her shoulder.

"Better here than the kitchen." Yang smirked while MJ laughs.

Peter groaned, "Can we not bring that up?" He sweatdropped, thinking back to an incident a few hours ago before they came here.

 **BGM End**

* * *

 **Flashback to a few hours ago at Peter's house on Earth**

"AN AMUSEMENT PARK…IN SPACE?!" Ruby and Pit shouted simultaneously.

At Peter's house, which has basically become the "base" for the D-Avengers, most of the gang are hanging out. Ruby was in the middle of planning Peter's 18th birthday party while Mary Jane, Tails, Yang, Pit, and Palutena (the latter two wearing glasses as their "disguise") was enjoying some delicious chicken curry until Sonic informed them of Eggman and Ock's new plan.

"Yeah. Got word from Sally about a space elevator. Said she wants us to investigate." Sonic said.

"So after unleashing multiple apocalypse throughout the entire summer, they felt sorry and built an amusement park?" Mary Jane questioned.

"I don't buy it either." Sonic replied.

"Still, it sounds fun. I wanna go check it out, "Yang smiled, "Right after I finish this chicken curry." She said, taking another bite from the chicken curry her boyfriend made for them.

"Mmmmm. This is simply divine." Palutena smiled after finishing her own curry.

"Got any more, Peter?" Tails asked.

"Hold on! Just need it to simmer! I'm trying a new recipe with dumplings!" Peter shouted from the kitchen.

"You sure that's a good idea?" MJ asked.

"Oh yeah! Totally!"

"C'mon! Let's go check out this amusement park right now!" Ruby said with sparkles in her eyes.

"Sure. I'm thinking about joining you guys on this one." MJ smiled.

"Alright! This is gonna be fun! Let's see if the others are available." Yang takes out her Scroll and dials up the rest of their avenging friends to see if they could hang out in space.

* * *

 **Oscorp**

"An amusement park in space?" Weiss Schnee questioned while standing inside the recently revived Harry Osborn's CEO office. "As much I would "love" to join, I'm busy helping Harry getting things in order here at Oscorp after his "disappearance", so count me out…NO, WE ARE NOT ON A DATE! SHUT UP!" Weiss shouted at Yang, growling as she hangs up the call.

"Hey Weiss," Harry walks into the office. "Got a meeting in five minutes. After that, wanna grab some coffee?" He kindly asked the heiress of her own multinational company from another dimension.

Weiss blushed as she gets flustered with emotions, "Oh, uh, sure! I would love that!" She nervously chuckled.

* * *

 **Houston, Texas**

"You must be joking! I don't have time to go to an amusement park! I'm too busy getting shot!" Blake Belladonna replied to Yang on the phone, hiding behind a car while a gang war has spiraled out of control in Texas, with gun shots blazing all across town. Kaine Parker, also known as the Scarlet Spider, protector of Houston and boyfriend to Blake beats up on a few gangsters while she's still on a phone call with Yang. "Yang, shut up! We're not on a date…" Blake retorted while a bullet ricochet close to her cheek, "Maybe after we don't die today!"

"Any time now, Belladonna!" Scarlet Spider said while kneeing a crook in the stomach.

"Say the magic word!" Blake smirked.

"This…isn't…the time…for jokes!" Scarlet said while repeatedly avoiding gun fire.

"Say it!"

"Please!" Kaine retorted while brutally elbowing a gangster in the face.

"Okay! Gotta go! Bye!" Blake hanged up the call and quickly help out Kaine with the gang war.

* * *

 **Lucina's Earth, Ylisse Capital**

"Forgive me but I can't make it today." The Exalt of her world, Lucina replies to Yang through her Webware. "No, I'm not on a date. I have some issues in the kingdom that heed my attention. Perhaps another time." She then hears a loud beeping from the other line. "Excuse me, but what is that beeping? Is it what you call a "fire alarm"?" She asked Yang.

* * *

 **Back on the Prime Earth, Parker Residence**

The fire alarm beeps loudly as smoke emanates from the kitchen all the way to the living room where everyone is hanging around. "Uh, Pete?" Sonic questions the smoke and wonders if this is Peter's doing.

Everyone turns to see the hidden spider-hero run out the kitchen while he coughs madly from all the smoke. "Yeah, um, uh, the dumplings…might take a little while." He said. As soon as he said that, a large fire burst out from the stove top where he was cooking the dumplings, grabbing everyone's immediate attention. "Does anyone have a fire extinguisher in hand…?" Peter asked as calmly as he could. A second later, the whole stove explodes and creates an even bigger mess on the ceiling. "Or perhaps call the fire department…?" He calmly asked.

 **Flashback ends**

* * *

 **Back in present time…at Tropical Resort**

 **BGM-Sonic Colors OST-Area: Tropical Resort**

The whole gang, except Peter laughs from remembering the dumpling disaster, much at Peter's expense. "Oh man! Was that a disaster!" Tails said while still laughing.

"A "dumpling disaster"." Yang punned.

"I still can't believe the fire department thought it was a bomb that went off!" MJ laughs.

"And you guys make fun of my cooking skills." Palutena smiled.

Spider-Man sighs to ignore their laughing as they walked. They stopped for a moment to admire the gorgeous scenery of Mobius outside the park. Multiple "wows" and "whoas" were spoken from the interdimensional heroes.

"Plot or not, you can't be mad at this view." Ruby smiled.

"I know. This place is takin' beauty to the next level. I'm just surprised that it was so easy to sneak in here." Pit said.

"Umm, I wouldn't say it was that easy." Tails muttered as he thinks back to the elevator ride that took them here.

* * *

 **Flashback to a 15 minutes ago…**

 **BGM-Sonic Colors OST-Option Screen**

After arriving on Mobius, Sonic directs the gang to the elevator that'll take them to the doctors' amusement park. They ride while listening to Eggman's voice speaking through the PA, _'Hello, happy people! Buckle up, as Egg n' Ock's Ultra-Accelerating Space Elevator whisks you to an interplanetary wonderland of fun!'_

"I can't believe somebody was dumb enough to leave the keys in this thing! It's like the doctors are BEGGING us to sneak in and trash the place." Spidey said.

"Ooooooh, I can't wait to see what's in the park! I'm gonna ride on all the roller coasters, the bumper cars, OH, they better have cookies! I would love that!" Ruby squealed.

"This is so exciting! I can't contain yourself! I'm gonna try out all the snacks the second we step out!" Pit said excitedly.

"You two are very excited." Palutena smiled.

"How about you, Palutena?" MJ asked the goddess.

"I've never been to an amusement park, much less one floating in space. I would be a little more excited if I could handle the speed on this thing." She said, starting to feel a little queasy from this elevator ride.

"M-m-man, this thing's got c-c-crazy fast acceleration!" Tails said, feeling the terminal velocity of the elevator.

"Hmph. You can this fast?" Sonic taunted.

"Well, maybe the elevator is "2 fast 4 you"." Yang teased, receiving a glare from the irritated hedgehog. "It was a joke, okay?! No need to give the evil eye!"

"It wasn't even that funny." Spidey remarked and gets elbowed in the chest by the annoyed blond.

' _This amusement park has been constructed entirely out of a sense of remorse for our past transgressions and is in no way associated with any sort of evil plot or premediated misdeeds.'_ Eggman PA continued.

"Well, that's a relief." Sonic said sarcastically.

"I feel safer already." Spidey said with some sarcasm as well.

 **BGM End**

 **Flashback Ends**

* * *

 **Back to the present time…**

 **BGM-Sonic Colors OST-Robots and Wisps**

Tails groans, face-palming after remembering that dizzy event. "Ugh, just thinking about it makes my head feel like it wants to…" The fox was cut-off when a loud noise from an explosion happens behind them. The heroes quickly run back to see Cubot holding a net and Orbot carrying a laser pistol to re-capture three of the small aliens that escaped: a white alien with a sphere for a head and three tentacles looping down and a strand of curly blue "hair" on his head between his antennae. The cyan alien that's shaped like a lightning bolt. And the red alien that looks like a flaming teardrop with three eyes.

" **Yee haw! Git along, li'l aliens!"** Cubot shouted in a western accent.

" **Your voice chip is stuck on cowboy again! Stop talking and net those aliens!"** Orbot ordered his dim-witted partner. He meaninglessly shoots around the aliens but none of his shots come close to hitting them. Cubot continues to speak in cowboy while attempting to net the three aliens but is unsuccessful, just as Orbot stopped caring and sighs as he lies on his side.

"They seem to be having a blast." Spidey punned, making everyone but Sonic and Yang groan.

"I'm not sure what's goin' on, but I'm sure of what we're gonna do!" Sonic said as he and Spidey zips in closer to where the robots are. The hedgehog quickly snatched the white and cyan alien while Spidey snatched the red one before Cubot could and went back to their friends.

" **Huh?!"**

"Hey, what's going on?" Sonic asked the robots. Before anyone could do say anything, the cyan alien flew inside Sonic, much to everyone's shock. "Huh?!" The hedgehog started to slowly float with a cybernetic aura and starts glowing cyan and before everyone's eyes, "Whoa," Sonic zooms away fast like a cyan laser, drastically bouncing everywhere from building to building until he was out of sight.

 **BGM End**

"Aaaaand he's gone." Yang broke the silence.

"What the heck just happened?! Is that normal?" Pit asked, confused.

"I…have no idea," Spidey replied. "That alien just went inside Sonic and…supercharged him. Turned him into a laser." He said.

"A superfast one too!" Ruby remarked.

"These creatures possess a strange energy, the likes I've never felt before." Palutena commented on the innate power of these little aliens.

 **BGM-Spider-Man: Shattered Dimensions OST-Demolition Zone**

Peter's spider-sense tingles at the back of his head, informing him of incoming danger in the form of Egg Pawns and Octobots approaching behind them. "Hold that thought, Palutena. The welcoming party just arrived." He said as they turn to the robots. "Are you here to show us to the ferris wheel? I've been looking forward riding that." He quipped.

The robots begin shooting at the heroes as they begin avoiding their laser shots. Ruby holds out her scythe and dashes forward to slice them into a dozen broken pieces. "What a great way to greet your guests. Blast them to kingdom come." Yang quipped while punching Egg Pawns with hard-hitting shotgun punches from her weaponized gauntlets.

Palutena swings her staff to smash a few Octobots before hovering to the air to blast them into dust and smoke. Pit flies by her side and destroys some Egg Pawns with his new Morph Blade, blasting rapid-fire energy pellets before he morphs the blade to a giant club to smack the robots around. "This new weapon is awesome, Spidey! I can switch to any weapon I want in a fly!" Pit said as he flies back to the air to shoot down on his enemies. "Speaking of flying, thanks for giving me those nanites for my wings! I can now fly all on my own now! It's a dream come true!"

"You're welcome," Spidey replies as he web-zip kicks an Egg Pawn in the face, "Anything god magic can do, science can do better!" He uses the welcome sign from an Egg Pawn to destroy some Octobots coming towards him, but more robots just keep on coming. "More of you? This is the largest paparazzi that ever greeted me. I only take autographs from Mondays to Tuesdays." He quipped.

Before Spidey could trash some more robots, the red alien he saved flies in front of him. "Uh, little buddy. Can you go someplace safe? I'm trying to talk here." Spidey asked. The red alien heeds Spidey's advice but instead of hiding behind a corner, it flies inside his Web Shooters. "Hey-! My Web Shooters aren't a safe place to hide. It's all sticky in there." He quipped.

Peter's costume suddenly emits a strange red aura matching the color of the alien that flew inside his web shooters. His whole costume shifts into a red color scheme with bright neon red line replacing the white webbing on his normal costume. "What is this power I'm feeling…?" Peter asked himself, clenching his right glowing fist. He sees more of the Docs' robots approaching him. "I gotta finish this fast." He thrust his left web-shooter at the army of robots and fires a large ball made of webbing at them but it looks a little different than he expected. For one, it's on fire. And the moment his attack connected, a huge explosion decimates all the robots in a single instant with enough force to knock Peter on the ground.

 **BGM End**

"AH!" Peter groaned as he rubs his head just as the red alien came out of his web shooters, returning his costume back to its regular red-and-blue while it flew away.

"Whoa…" Ruby and Yang stare in awe at the large crater Peter made from his web bomb.

"That was unreal! What kind of power was that?!" Palutena asked, shocked as everyone else.

"Did you do that, Spidey?" Pit asked the webhead stood up.

"I…guess?" Peter replied, just as confused as everyone else. They all turn to see Mary Jane and Tails caught up with them, with the two-tailed fox carrying his Miles Electric tablet.

 **BGM-Sonic Colors OST-Yacker's Plea**

"We heard an explosion. Who did that?" MJ asked the group.

"I did." Peter waved his hand.

"Did you make dumplings again?" MJ joked.

"No, no, no! It was that red alien I saved." Spidey retorted.

"Alien?" Tails remarked.

"Yeah. The thing flew inside my web shooters and next thing you know my web balls turned into "burst" bombs of mass destruction! Same thing happened to Sonic when that cyan alien turned him into a laser!" Spidey replied as he's met with the white-sphered alien with the curly blue strand for hair. "Though I don't know what this one does. What the heck are you?" He asked the alien.

" _A%5#UA &1AB!" _The alien spoke in an odd language that none of them could understand.

"Does anyone know what it's saying?" Yang asked.

"I would if I had my Super Palutena Universal Translator, but I left it at home." Palutena joked.

"Aw man." Pit replied, still oblivious to her joking.

"Don't worry. I can recalibrate my handheld to work as a translator. I just need to make some _slight_ adjustments." Tails said as he sits down to tinker with his handheld.

"Like what?" Ruby asked him.

"First, I gotta connect the framistatic capacitor to the maximizing modulationzor…"

"Then you gotta tinker with the radiaomotocur..." Spidey continued.

"That's after I mess with the transocospector module."

"Oh right. Was thinking ten steps after you refigure the frentaretracter reactor."

' _What are they talking about?'_ Everyone else thought with sweatdrops, confused by all this science techno-babble.

The little white alien starts talking again, too bad they couldn't understand it. "We wish we knew what you were saying, little guy. Or gal. Or whatever you are." Tails said.

 **BGM End**

Before they knew it, Sonic came back as a laser and turned back to normal as the cyan alien exits out of his body. "Oh man! That…was…CRAZY!" Sonic exclaimed.

"Sonic, you're back!" Ruby said.

"So did you go somewhere?" Tails asked the hedgehog.

"Didn't you see? I absorbed those aliens and got powered up with like, some kind of wild energy! And a few seconds they'd pop outta me!" Sonic explained.

"Same thing happened here!" Spidey spoke up. "Kinda glad they weren't trying to take over my body and turn me evil. I am so sick of that." He said, remembering his previous, venomous experience using alien life-forms to boost his powers.

"I still find that hard to believe." MJ slowly said about them using the aliens to power themselves up.

"Have you forgotten who your friends with?" Sonic asked since they are just as weird as the aliens they've used.

"True, true." MJ replied as the white alien interrupts the conversation to speak gibberish again, but no one still quite understands what it's saying.

"Okay, seriously, we need to find Eggman and Octavius and figure out how catching these aliens fits into whatever heinous plan they're cooking." Spidey said.

"Hope it's better than you're cooking." Yang joked.

"…You guys are never going to let me live that one down, are you?" Spidey asked.

"Nope." Everyone smiled while shaking their heads, causing Peter to sigh and face-palm.

* * *

 **BGM-Sonic Colors OST-Theme of Sonic Colors (Title Ver.)**

 **Spidey: It's your favorite hero Spider-Man reporting! This park is HUGE! Looking for the doctors's gonna take longer than I thought!**

 **Cream: Hey, stop! Cheese is my friend! You can't have him!**

 **Sonic: Cream? What are you doing up here?**

 **Cream: Mr. Sonic. Mr. Spider-Man. I'm so glad all of you are here! These mean robots are trying to steal Cheese.**

 **Ruby: Leave it to us, Cream. We'll stop them and…Yang? What are you guys wearing?**

 **Next time in D-Avengers: Web Up the Stars:**

 _ **Afro Avengers**_

 **Mary Jane: Aaaand this just got weird.**

* * *

 **KFX Here: Hope you liked the first chapter. Remember to check out my forum page and my Deviantart page. Links can be found on my profile.**


	5. Issue 2: Afro Avengers

_Issue 2: Afro Avengers_

"Hmm? I wonder what I can buy in here?" Pit searches around a gift shop in Tropical Resort with Spidey, Sonic, and Yang but finds nothing remotely interesting.

"Ugh." Sonic grunted as he holds up a fake Eggman mustache and Ock's iconic black shades. "Is this what the doctors think are merchandise? Yuck. The stuff at Eggmanland was better, but that's not saying a lot."

Spidey brings a dead-looking Spider-Man plushy to the counter in front of the robotic cashier. "Do I use rings or cash?" He asked the robot but it replies in beeps that he couldn't understand. "So how much is that?" Spidey quipped.

Yang's still looking around the shop to buy something but doesn't know what. "Hmm…" She stands in place to glance at her surroundings for a few seconds when eventually her eyes stare at something cool.

"Hey guys, look…" Sonic walks up to Spidey and Pit, posing while wearing a costume fusion of Eggman's mustache, a backpack in the form of Ock's tentacles, and black shades.

Pit and Peter laugh at his ridiculous costume. "Dr. Egg-Ock the hedgehog! That'll scare the kids for Halloween!" Peter laughed.

"Yeah!" Sonic laughs.

Pit turns to Yang as she stands before something hairy, "Did you find anything good, Yang?"

The smirking blond chuckles as she picks up what appears to be an afro, thinking of something funny, "Yes I have."

* * *

 **BGM-Sonic Colors OST-Yacker's Plea**

' _Please refrain from throwing coins, trash, or small children into the reflecting pools.'_ The Eggman PA said.

"This is delicious!" Ruby exclaimed, eating a cotton candy she bought from a food store, walking with Tails, Mary Jane, Palutena and Yacker who all bought something.

"Surprised the food here's decent." MJ said, popping another popcorn from her bag filled with merchandise.

"The snacks are. I'm not taking any chances with the restaurants. But I did snag these new glasses," Palutena puts on googly eye glasses. "What do you think?" She asked her friends, making them laughs with her funny glasses.

"They look great." Tails laughed as he turns to the giant ferris wheel ahead of them. "Wow, get a load of the size of that ferris wheel. It's a monster!"

"And it was MADE by monsters too. Let's not keep our guard down, guys." Palutena advised while still wearing the googly eyes.

Ruby looks around and wonders where's the rest of their friends, "Where's everyone else? Are they still at the gift shop?"

"They should be coming out soon." MJ replied.

* * *

 **With Spidey's group…**

"Now listen up guys, and listen up good…" Yang speaks with a deep, coaching voice as they slowly walk down a hall wearing their new wigs and shades, "We ain't our old selves no more. We put those children to bed. Now we've gone and woken up as adults, just like these hairstyles woken up our _wild side_. Since the dawn of time, men has wondered if the hero make the afro or the afro make the hero, but that's a question even modern science can't answer. Listen. We these afros on our head, our fists are weapons of _mass destruction_."

* * *

 **Outside…**

"Guys! Where are you?! Are you okay in there?!" Ruby shouted from outside the shop.

* * *

 **Inside…**

Spidey cockily chuckles, "Alright mama. Let's rock."

"Oh yeah…!" The four teenage heroes coolly bump fists in the air as they walk into the light.

Outside, Ruby's group sees their friends walk out of the gift shop and their faces are just priceless. Ruby's eyes widen in shock. MJ's also stunned greatly. Palutena is so shocked her googly eyes tilt off her face. Tails is trying so hard to comprehend the situation. And Yacker simply tilts his head as what they're seeing.

"YEAAAAAAH!" Spidey's group exclaimed while wearing large afros and shades that match their colors, gesturing their funky arms to the air wildly.

Ruby's group blink repeatedly while trying to comprehend life and their friends' new afros. "…Huh?" MJ broke the awkward silence.

"Like our new afros?" Spidey shakes his red-colored web-styled afro.

"Uh…." Tails has no comment whatsoever. He's too busy being stunned to the face.

"We just started this story and things are already weird." Palutena broke through the fourth-wall there for a bit.

Ruby sighs and face-palms, feeling embarrassed by her sister's shenanigans, "And this is what happens when you go shopping with Yang."

"EEK!" A high-pitch scream turned everyone's attention away from the afro-wearing heroes.

"Huh?!" Sonic reacted first and dashes off to the source.

"Looks like trouble! Let's rumble!" Yang continues speaking in a deep funky voice as she, Spidey, and Pit dash off after Sonic, leaving the rest of their friends to groan from their weirdness.

" **Hey, can I borrow that alien you're holding?"** Cowboy Cubot asked the little rabbit in an orange dress holding a small blue creature with a red bowtie.

"No way! Cheese is my friend!" The rabbit replied.

" **Aw, we just wanted to see one little thing. No need to get riled up."** Orbot said.

"All right, junk heaps. That's far enough." Sonic and his afro friends just in time to help the talking rabbit.

"Who's that?" Pit asked about the rabbit.

"Cream?" Spidey wonders why their little rabbit friend is up here in this space amusement park.

"It's my friends! Hi!" Cream happily waved at them.

" **Hey, they look kind of familiar. Have I seen them somewhere?"** Cubot wonders.

" **I don't remember them wearing afros. I'm surprised they're here already."** Orbot said.

"Heh, never bet against my speed." Sonic grinned but notices Orbot chuckling, "What's funny?"

" **You may be fast on your feet, but can you four rescue 120 aliens in 1 minute and 30 seconds?"** Orbot challenged them.

"We'll save those aliens in 45 seconds! Let's show these tin cans what our afros can do!" Coach Yang spoke up.

"Yaya!" The afro boys exclaimed, accepting the small bot's challenge.

" **So funkay! I can feel that jive light a fyre in a mah soul!"** Cubot said, so into this charade.

" **You're a robot. You don't have a soul."** Orbot told him.

" **Oh right."** Cubot nonchalantly replied.

 **BGM End**

 **BGM-Sonic Colors OST-Tropical Resort (Act 2)**

The gang decided to split into four to cover more ground. Spider-Man swings above the streets while using his spider-sense to locate some robots, eventually spotting a couple dozen hanging around. "Who wants to be a piñata, raise your hand?" He quipped, zipping down for a few kicks that destroys 10 Egg Pawns, freeing the aliens trapped inside. "Do you have some candy? There better be jolly ranchers in there." He quickly webs up the ground and yanks off the concrete to using a hard-whacking whip that smashes through 10 Octobots.

While the webster is having fun, a cyan alien flies over to meet him. "You're that laser alien that turned Sonic into a laser. What do you have for me?" He asked, wondering what kind of new power he'll get from the alien. The cyan laser circles around Peter for a bit before zipping inside him, hurting his stomach. "Ooo! That's gonna take some time to get used to." He said. His costume changes color again to match the cyan alien, granting him a bright neon cyan color scheme.

"Alright little buddy. Show me what you can do." Spidey unleashes his new "laser webbing" that pierces through 5 robots in a blink of an eye. "Ooo, that's nice!" When he launches a laser web strand to zip over to a group of Egg Pawns, Spidey temporarily turns into a laser himself, zipping through the whole bots lightning-fast laser that can punch, "Laser pwned!" He quipped. After a few seconds, the cyan laser exits out of Pete's body and floats away. "Sweet and crazy, just how I like it." He quipped.

Not far from the webhead, Sonic was boosting through 15 Octobots through a corkscrew street when he was met with the red burst alien he freed from its capsule. "Let's see what you can do!" The hedgehog grinned as the alien went inside his body, turning the blue furball into a red living fireball. The flaming hedgehog makes multiple jumps in mid-air with his chargeable explosives, instantly destroying a swarm of Spinners with a powerful explosion before he turned back to normal. "Oh yeah!" Sonic high-fived the red alien while Pit flies over them.

"Okay. I'm seeing a large group of them over at that direction." He points to 20 Spinner badniks approaching him. Luckily, another cyan laser alien flies in, offering his assistance to the angel. "Are you here to help?" Pit asked the little alien, getting a cute nod from it. "Cool!" The cyan laser flies into Pit's bow, giving it a slick redesign with cyan colors. He aims his Laser Bow at the group of Spinners, unleashing a single laser arrow that zigzag through their bodies in less than a second before they exploded into pieces and releasing the aliens. The angel flies to the ground when he noticed 10 Egg Pawns, breaking his laser bow into two dual-wield laser sabers and immediately cuts through them before they could react. "That's how it's done! Boo-yah!" Pit fist-pumped the air.

The avenging angel spots 20 more Egg Pawns and 10 Octobots darting towards him and prepares to them on, "I-!"

"I GOT THIS!" Yang interrupts Pit while she falls from the air. Another red burst alien flies in and she instantly absorbs it, giving her Ember Celica a red-smoking redesign with fiery streaks. With a loud war-cry, she punches the ground so hard with her new power she unleashes multiple volcanic pillars of fire that burst from the ground and roast the remaining robots but not the aliens inside, and accidently knock Pit to a wall from her volcanic attack.

"Told ya these afros turn our fists into weapons of mass destruction. And a little help from these cute little guys." Yang smiled, giving the red alien a high-five.

Spidey and Sonic catch up with the two when they noticed a large capsule that holds a ton more aliens. "Oooo. A bonus. We still have time for this one." Spidey said as Sonic homing attacks the capsule and free all the aliens with a few seconds left to spare in the challenge.

 **BGM End**

 **BGM-Sonic Colors OST-Yacker's Plea**

The afro Avengers return to Cream and the small robots with all 120 rescued aliens and thensome. "How was that? Were we too _fast_ for you?" Spidey mocked the small bots.

" **They're too fast…It must be those afros!"** Orbot said.

"It's all in the afro, baby!" Yang grinned.

" **I'm going hooome, but not before I buy me an afro!"** Cubot said as he leaves with Orbot.

"That was amazing, guys! Cheese says thank you too!" Cream smiled at her heroes.

"No problem, kid." Sonic gave her a thumbs up.

"Oh, and here comes Mr. Tails and everyone else!" Cream and the others turn to see Tails, Ruby, MJ, and Palutena have finally caught up with the gang.

"Finally! Where have you guys been?" MJ asked.

"Sorry about that." Pit scratches his head in embarrassment.

"What are you doing here, Cream?" Ruby asked the cute little rabbit.

"I was out for a walk when I saw a fun-looking ride, then here I was." Cream replied.

"Let me guess: the elevator up to the park?" Tails instantly guessed the right answer.

"That's right! It was quite exciting!" Cream happily smiled.

"A little lady like you should be more careful around strange machines." Palutena sweatdropped.

"I will, miss." Cream politely bowed, unknowing she's bowing to a goddess.

"Awwww. You're so cute." Palutena smiled.

"Be careful out here, Cream. You should head back home if things get too dangerous." Spidey advised her.

"I will, Mr. Spider-Man. See you later." Cream and Cheese waved good-bye to their friends as they set out to continue their search for Eggman and Octavius.

 **BGM End**

* * *

 **Five minutes later…**

 **BGM-Sonic Colors OST-Yacker's Plea**

"Yang, can you please take that off? It's weirding me out." Ruby said while walking with her sister and Palutena.

"Don't worry, Ruby. I got you one too." Yang hands her little sis her own scarlet afro.

"Oh cool!" Ruby's personality shifts to now liking the afro when she wears her own.

"Want one too, Palutena?" Yang gives the goddess a green afro.

"Sure," Palutena smiled as she tries it out and starts posing, "Afro Palutena, Goddess of Funky!" She said, sounding funky, making the sisters laugh out-loud but it was quickly matched by loud crying. "What was that?" The funky goddess asked.

Ruby turns until she saw something in the distance. "Look, guys! Those robots are back again!" She cried out to Cubot and Orbot chasing what appears to be a chao.

" **All right, I've got him!"** Cubot exclaimed as he grabs the chao.

"Chao chaooo!" The Chao whimpered, scared.

" **Huh?! That didn't sound like the other aliens."** Orbot noticed, confused from the Chao's language.

"Hold it, gearheads!" The robots turned to see Afro Scarlet Rose and Afro Palutena standing behind them.

"Release that adorable little creature at once!" Palutena ordered.

" **Ack! It's more of the Afro Avengers!"** Orbot exclaimed as he is met with more heroes wearing afros.

"Afro Avengers?" Ruby sweatdropped from their new team nickname, shaking it off to return what's important. "Stop harassing him! Can't you tell that's a chao and not an alien?" She asked the dimwit robots.

" **We're not falling for your word games! This guy's coming with us!"** Cubot runs off with the chao through Tropical Resort, surprisingly fast.

"Not so fast!" Ruby and Palutena dart off after Cubot to rescue the hostage.

 **BGM-Sonic Colors OST-Tropical Resort (Act 3)**

' _Please refrain from foiling evil schemes, plots, and/or plans while inside the park. Foiling is strictly prohibited.'_ The Eggman PA said while Ruby and Palutena continue chasing Cubot.

"Hand over that chao!" Palutena demanded while flying through the air.

" **Nuh-uh! This little alien's coming with us!"** Cubot replied.

"Chaooo!" The little chao cried.

"It's not an alien!" Ruby growled as she runs through a shuttle loop but still falls short from the small robot. _'For a little robot, it's surprisingly fast.'_ Her chase was quickly cut short when a dozen Octobots block her path to Cubot. "Oh man!" She said. The superhero Rose whips out her Crescent Rose gun for battle, but before she could do anything a cyan laser alien shows up in front of her. "Hello. Can you help me out please?" Ruby kindly asked the alien.

The cyan creature nods, and in a flash zips inside Ruby's gun, giving it a new cyan redesign with laser accents on the side. "Okay, let's rumble! Go, go, laser!" She said, firing a bullet made of cyan energy that penetrates through all the Octobots in a blink of an eye, bouncing off the walls left and right until nothing but scraps were left on the floor. Ruby had to blink a few times while trying to comprehend her new power. "Wow…" She said out loud. More Egg Pawns showed up from behind but Ruby quickly dealt with them by transforming her cyan gun to a cyan scythe, slashing the air multiple times to release beams from each air slash that slices the robots in half before they exploded. "Too cool!" Ruby exclaimed, hopping in the air in excitement.

"Hurry, Ruby! We still got that chao to save!" Palutena reminded the little Huntress from the air.

"Oh yeah! Coming!" Ruby continues her pursuit of Cubot.

Palutena came close to apprehending Cubot when a swarm of Octobots latched onto her, forcing her to make a hard landing to the concrete. "Hey! Get off me!" The goddess of light released a burst of light from her staff that knocks the robots away but not destroy them. "Persistent little guys, aren't ya?" Palutena snarled. She quickly notices a red burst alien flying in front of her. "Do you want to help? It'll be greatly appreciated." She smiled as the red alien agrees to help, zipping inside her staff to give it a flaming red design, changing the little orb on top of her staff to resemble the alien she absorbed. She twirls her staff in the air before stabbing the ground to announce her new attack. "Meteor Burst!" She summoned a rain of flaming meteors down on the robots. With each meteor, an explosion obliterates a small group of robots until there was nothing left of them. One of the meteors managed to knock Cubot off the ground, letting go of the chao he stole for Ruby to catch. She turns around to see another large alien capsule and shoots it down to release more aliens into the sky.

 **BGM End**

 **BGM-Sonic Colors OST-Yacker's Plea**

"We got him!" Ruby said happily.

" **Aww, those afros-wearing people stole my alien!"** Cubot said disappointed.

"You need to get your eyes re-installed." Palutena mocked him for still mistaking the chao as an alien.

Orbot sighed, **"The boss isn't going to like this."** He said before he and Cubot left the area just as Yang managed to catch up with her sister and goddess.

"There you guys are! Is that chao all right?" Yang asked them.

Ruby happily nodded. "Yup. He's all safe and sound."

"Chao chao!" The Chao was happy as well to be freed.

Yang chuckled, "I see! I'm sure those afros helped out. Great job, you two!"

"If those robots are as dense as their masters, I don't think these afros will be necessary." Palutena laughs.

 **BGM End**

* * *

 **With Tails and Mary Jane…**

"I wonder Eggman and Octavius are hiding?" Tails asked while walking with MJ and Yacker around Tropical Resort.

As they walked together, MJ spots a strange teleporter platform next to a fountain. "How 'bout we check that out?" She pointed Tails to the teleporter.

"It looks to be a teleporter to a place called "Game Land"." Tails said after reading the sign. "Shouldn't we call the others first?" She asked her.

"I'm sure it'll be fine. Let's go." MJ smiled with Yacker agreeing with her with his strange language.

"Okay." Tails responded.

 **BGM-Sonic Colors OST-Game Land: Title Screen**

The three of them walked onto the teleporter and in an instant, found themselves inside a ship that's shaped one half Sonic and the other half Spider-Man. _'Welcome to Game Land, home of the ever popular Sonic n' Spider-Man Simulator. Waste time with your pathetic friends in Multiplayer Mode.'_ The Eggman PA announced.

"A Sonic n' Spider-Man Simulator?" MJ questioned the name as they approach the arcade machines showing a demo of virtual Sonic and Spider-Man running/swinging through an unknown space stage.

"They're arcade games. It says here "Beat the stage to receive a grand prize"." Tails read the sign next to the arcade machine.

"We're here. Might as well take a crack at it." MJ and Tails pick up a controller before they sit on a chair, with Yacker floating in between them. MJ (naturally) picks a virtual Spider-Man to play as while Tails plays as a virtual Sonic.

 **BGM End**

 **BGM-Sonic Colors OST-Game Land 1**

"Let's see what ya got, Tails." MJ said.

"Yeah!" Tails replied.

They immediately start on a 2D stage in what looks to be parts of New York City. Tails controls the virtual Sonic to run through a loop while MJ controls the virtual Spider-Man swinging over a few buildings.

"So how do we beat the stage?" MJ asked.

"Probably to find the goal." Tails replied.

"What? Like a goal ring?"

"Typically." Tails responded. "We got some enemies." He warned of incoming badniks and Octobots.

"I got them." MJ web strikes the robots before releasing a large spray of webbing that webs up the rest, accidently including Tails's virtual hedgehog. "Sorry." MJ sweatdropped as she frees Tails's avatar before they continued the stage.

"This isn't so bad." Tails said while collecting rings.

"I wonder how Spidey and Sonic would think of this?" MJ wonders as she twirls a few badniks in mid-air.

"Creeped out to say the least." Tails joked, using a laser alien to zip through the stage, but accidently releasing a floating Eggman and Octavius head surrounded by a heart aura, looking to be in love with the virtual heroes.

"Ew! Disgusting! They would definitely be creeped out by that!" MJ said as they escape the floating scientist heads.

"Get away! Get away!" Tails said as MJ webs up the heads and throws them into a bottomless pit. "Thanks, MJ."

"No problem, T. Let's get out of here." MJ replied.

 **BGM End**

 **BGM-Sonic Colors OST-Game Land: Stage Clear**

Yacker starts cheering as they approach the goal ring, crossing it to end the stage and winning the game. "That was fun. A bit weird at some instances there." Tails said.

"A solid 6 out of 10." MJ joked.

 **BGM End**

As they put back their controllers, they heard some clanging sound coming from the arcade machine. Something popped out from the hole and to their surprise it was a familiar-looking light blue gemstone. "A chaos emerald?" They both said shocked.

MJ picks up the gem and observes it closely. "Is it a chaos emerald or a phony?" She asked.

"No. It's the real deal." Tails confirmed after checking his emerald radar.

"What's a chaos emerald doing here?" MJ wondered. She was interrupted from a phone call from Peter and answers it. "What's up?" She said to Peter.

' _MJ, where are you guys?'_ Spidey asked, worried about her.

"Me and Tails were playing in an arcade and won a chaos emerald." She said.

' _A chaos emerald? How did it get up here?'_ Spidey asked.

"Don't know. Anyway, have you found Eggman and Ock yet?" MJ asked.

' _Not yet. We're about to regroup.'_

"Still wearing the afros?"

' _Nah. It's giving us a rash. Try to meet up with us.'_

"On it. See ya there." MJ hangs up the call and puts her phone back in her pocket. "We should head back." She said to Tails and Yacker.

"Uh-huh." Tails nodded.

"Hey! Who's in there?!" Another voice that sounds masculine was heard from another room, scaring the kids.

"C'mon!" MJ whispered to Tails and Yacker to hide behind a corner.

 **BGM-Marvel's Spider-Man PS4 OST-Webbed from the Shadows**

They were able to hide in time as two soldiers dressed in high tech silver-and-black shows up in the room holding energy rifles that looks they can kill a man in a single shot. The mysterious soldiers walk around the arcade room for a bit, completely oblivious to MJ, Tails, and Yacker hiding behind the corner.

"Anything?" One of the soldiers asked.

"Negative. Thought I heard something." The other one replied.

"We should go. The boss wants us to meet with her to round up more of those aliens."

"Affirmative."

The silver soldiers walked out of the room, with one of them unknowingly dropping a map of the whole park and the five planets that surround it. A few seconds later, Yacker inspects to see if anyone else was left and found nothing, prompting MJ and Tails to safely walk out of the corner. "That was close. Who were those guys? They didn't look to be robots." Tails said, a bit worried.

"But they seemed to be working with Eggman and Octavius." MJ said. She notices the map that was dropped by the silver soldier and picks it up. "This could prove useful." She said as she folds it into her pocket. "C'mon. Let's get out of here." She said to her friends.

"Right." Tails nodded, and with that the three stood on the teleporter and were transported back to Tropical Resort.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Theme of Sonic Colors (Title Ver.)**

 **Spidey: It's your favorite hero Spider-Man reporting! There you are, Egg n' Ock! What are you two planning with these aliens?**

 **Eggman: Ohohoho! We're not telling you a thing! Just continue enjoying yourselves in our amusement park! Silver Sable! Get over here!**

 **Spidey: Sable?!**

 **Silver Sable: Greetings, Spider-Man! Didn't think we'd cross paths again!**

 **Octavius: Sable! Do as we paid you and destroy the D-Avengers!**

 **Next time in D-Avengers: Web Up the Stars:**

 _ **Silver n' Pain Game**_

 **Silver Sable: Try to provide me some fun, heroes.**

* * *

 **KFX Here: Silver Sable makes her proper debut (she had a cameo in** _ **Transdimensional Racing**_ **) in the United Heroes Series. She'll be the first boss alongside Eggman's robot, Rotatatron. See ya next chapter. And yes, the idea of this chapter came from _One Piece_ (Afro Luffy is god).**


	6. Issue 3: Silver n' Pain Game

_Issue 3: Silver n' Pain Game_

 **BGM-Sonic Colors OST-Yacker's Plea**

"Would you please just leave us alone?" Cream the Rabbit squeaked, with Cheese and the chao Ruby saved from Cubot chasing her.

"Chao chaooo!" The chao cried out.

" **But I want him too!"** Cubot protested but before he could grab the little chao, Sonic, Yang and Pit (all of them not wearing afros anymore) blocked him.

"All right, trash heap. That's enough." Sonic said to the him.

" **Arrr, it's Sonic and his mateys coming to stop me!"** Cubot's voice chip suddenly switches to cowboy again.

"Uh, why is he suddenly talking in cowboy?" Pit asked.

"Maybe he's broken. Don't worry. I'll fix that." Yang smirks while cracking her fists.

" **Because of you folk, the bosses sent us to bed with no supper!"** Cubot said.

"That's terrible!" Cream exclaimed.

"Chao!" The chao whimpered, feeling bad for Cubot.

"Wait, robots eat?" Sonic asked but gets no answer.

" **Anyway, let's play a game who can collect the most rings in three minutes. If I win, you varmints will hand over that there alien!"** Cubot challenged.

"It's not an alien, dumbot!" Yang exclaimed angrily but he ignores her.

"Ignore him, Yang. Let's go grab some rings." Sonic said.

 **BGM End**

 **BGM-Sonic Colors OST-Tropical Resort (Act 1)**

The heroes dash across the resort collecting as many rings they find. Sonic runs along a wall while Pit grans ahold of Yang and flies her through the sky. "Where can we find a whole bunch of rings in less than three minutes?" Pit asked.

"How 'bout we go to a bank?" Yang remarked.

"You want to steal from a bank?! Are you crazy?!" Pit retorted, thinking she's joking.

"These are evil scientists who probably stole that stuff first. There's nothing wrong with that." She smiled nonchalantly while Sonic laughs.

"Ugh…" Pit groaned but reluctantly agrees with her plan.

They all head towards the nearest vault locked behind a large metal gate. Yang breaks it down to reveal a room filled with ring capsules and another large alien capsule. "See? It was a good thing we did this." She said.

"Yeah I guess." Pit replied.

He and Yang pick up as many rings as they could while Sonic frees the aliens from their imprisonment. Before they could leave however, they get caught by a loud voice, "Halt!"

"Busted!" Sonic flinched as the three turn around to see a group of men in high-tech silver armor.

"You are trespassing in unauthorized territory! You're coming with us, by force if we have to!" The squad leader threatened the teen heroes.

"It was her idea!" Pit immediately put the blame on Yang.

"HEY!"

The silver mercenaries cut the chatter and begins firing their energy rifles at the heroes, forcing them to dodge and fight. "Who are these guys? They don't seem to be part of the Egg Army! These guys seem slightly more competent!" Sonic mocked as he narrowly slides under a soldier's laser saber and bounce off his back to spin dash 5 of them.

"Can we hurry this up? I have a dentist appointment." Yang quips as she seemingly breaks a soldier's teeth. She punches him away before flawlessly ducking under another guy's lightsaber and sweeps him off his feet and grabs him by the leg to throw him at a small batch of goons while barely noticing another one trying to cut her down, using her vibranium arm to block the saber while it grinds down on it. "Oo. Tickles." She quipped and uppercut him with her metal arm.

Some of the silver men are having trouble attacking a flying Pit from the ground as the angel counters with his Morph Cannon shots. One of the mercenaries was able to throw a silver rope that instantly snares the young angel from the air, forcing him to fall and get surrounded. "Not good." He said, worried. He quickly switches to his Morph Claws to break free and quickly beat up the soldiers, switching to a giant arm to smack the remaining goons to a wall. "That should be the last of them! Let's go before more of them show up!" Pit advised Sonic and Yang.

"Yeah!" Sonic nodded, catching Yang off-guard as he grabs her as they make a break for it back to Cream and Cubot.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Yacker's Plea**

The gang shows Cubot the hundreds of rings they collected while he groans with the 10 he found from a fountain. **"Aww, that's anotha night with no supper!"** He groaned as he ran away.

' _Hold on for a sec.'_ Yang aims her right gauntlet at the running Cubot and with incredible precision launches a small spider-like tracer on the back of his head while he runs away. "There." She smiled.

"Now I feel bad for them…" Cream sighed.

"Chao…" The chao agreed with her.

"Only you could sympathize with one of Eggman's robots, Cream." Sonic sweatdropped.

"Everyone needs to eat, Mr. Sonic, or they won't grow big and strong!" Cream said.

"Uh…I don't think robots really work that way…" Pit sweatdropped as well.

 **BGM End**

* * *

 **Later…**

 **BGM-Sonic Colors OST- Area: Tropical Resort**

Sonic's little group reunites with everyone else around a fountain to exchange notes of what they've encountered. "Guys in silver armor?" Ruby questioned Sonic's group of who they fought.

"Yeah. They had some advanced weaponary and were pretty skilled. We saw a lot more on patrol as we got here." Sonic informed the gang.

"They sound like the guys me and MJ met at Game Land. Whoever they are, they seem to be working with the doctors collecting more aliens." Tails said.

"A mercenary group. Sounds troubling." Palutena said, putting her hand under her muzzle to think.

"They looked to be from your world, Spidey. Know who they are?" Pit asked to the spider perching on a lamppost.

"Hmm. These guys sound familiar but I'm drawing a blank. The fact the doctors hired a private army to kidnap aliens has me worried though. We need to find them, but where are they?" Spidey wondered.

Yang then smiles, "Then it's a good thing your lovable, professional investigative journalist of the Daily Bugle put one of those "spider-tracer thingies" on one of the robots before he ran away." She projects a small holographic screen from her Webware to track Cubot's current position. "It seems he's at the ferris wheel. That's not far from here."

"Huh. Guess it was a good thing I gave you those spider-tracers. Let's head over there and hopefully we'll find the doc bros." Spidey said as he hopped down from the lamppost.

"I'll stay here with Tails while he works on his translator." MJ said.

"Good idea, and be careful!" Spidey advised her as the D-Avengers follow Yang to the ferris wheel area.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Dr. Eggman Appears**

"…twenty-three, twenty-four, twenty-five…" The Doctor of Eggs himself counts the number of alien his robot slaves have captured in their capsules but is left highly unimpressed. "Bah! Not nearly enough aliens!"

Meanwhile, the Doctor of Octopus climbs down a wall with his metal tentacles to meet up with Eggman and the robots about their progress. "Disappointing! What have you imbeciles been doing this entire time?!" Ock angrily asked Orbot and Cubot.

" **Not playing around in your park."** Orbot casually answered, angering Ock. **"Do you want us to get more?"** He asked his masters.

"No, we want you to get us some cheeseburgers and a shake." Eggman said sarcastically.

" **That'll be easier. Cheeseburgers don't run as fast as them l'il alien varmints."** Cubot replied.

"IDIOT! Get us more aliens!" Eggman shouted angrily as his robots split while Cubot continues grumbling to himself before he turns around.

" **Y'all want fries with that?"** Cubot asked before he was hit by a wrench Octavius threw. He groans as he mumbles to himself, wandering off in one direction before backing up suddenly to hover to another direction.

Ock sinisterly chuckles as he slowly approaches the alien capsules, "Precious little aliens! Once we harness enough Hyper-go-on energy, all worlds will _tremble_ before the brilliance that is Dr. Octopus and Dr. Eggman!" He grinned.

Eggman laughs, agreeing with his buddy's words, "Our power will be absolute and nothing will stop us! I know we say that every time, but this time, really, NOTHING will stop us!"

" **Eh, boss?"** Orbot repeatedly taps his master's Eggmobile to warn him of something.

"What?" Eggman turned around to see some _very_ few individuals he and Ock certainly don't like, especially when two of them is a hedgehog and dressed like a spider. "D-AVENGERS!" The doctors exclaimed.

"Hi docs. We're here for our appointment." Spidey quipped while waving at the mad doctors.

"And who were you calling "nothin"?" Sonic asked.

"But how did they-." Ock cuts himself off when he notices the spider-tracer on Cubot's head that gave away their position. He grabs the tracer with a tentacle and angrily crushes it while Yang simply smirks from a distance.

"… **Huh?"** Meanwhile, Cubot was confused what Sonic was talking about earlier, all while Sonic taunts them slapping his butt on them. Spidey joins the fun making raspberries while everyone else makes weird funny faces to mock the doctors.

" **He means since the boss said "nothing will stop me" and the Avengers here is going to stop him, it's like the boss was calling the Avengers "nothing"."** Orbot explained to his robot dimwitted partner.

"Great! I thought nobody would get that." Sonic said in relief.

"Wait…Is that what it's supposed to be?" Ruby asked, still a little confused.

"I thought you meant something else." Pit said, also confused.

"Really?! It's like the easier joke to understand!" Yang exclaimed.

"You guys need to retake jokeology." Peter joked.

"Sorry. Too busy studying for Quipatural Science." Palutena joked.

Ock growled. "We don't have time for this! I'm calling Sable! At least we know she won't screw this up!" He said as he calls his top mercenary on his earpiece.

' _Sable? Is he talking about who I think he's talking about?'_ Spidey thought as Ock hops onto the Eggmobile, dropping Orbot.

"Hasta la bye bye, suckers!" Eggman said as the evil scientist duo went off.

" **Wait! Wait for me!"** Orbot exclaimed as he followed them, but humorously fails.

 **BGM End**

"Hey! Stop!" Peter shouted at the fleeing doctors but he has more pressing matters to attend when his spider-sense sounds the alarm in his head.

Out from the corners, more of those silver-armored soldiers point their guns at the D-Avengers as they circle around them. "Copy Silver Bird. We got them surrounded." A solider said.

"It's more of those solider guys." Sonic said as he glances at the dozens of mercenaries that got them outnumbered.

"Who are they working for?!" Ruby asked with her scythe already in hand as the heroes group up.

They all hear the sounds of a silver-colored quinjet approaching the area from above. The side doors open, revealing a beautiful woman with long, silver hair that has a mean glare Spider-Man is all too familiar with judging from his groan. _'Of course. Silver Sable, owner of Sable International, the world-famous private mercenary force. Ughhh. Why is she here?'_ He thought.

Silver Sable takes out her dual-pistols and immediately drops them a couple hundred feet while shooting at the heroes during free-fall. The heroes were able to dodge the bullets just in time as she lands on the ground without breaking a sweat.

"Nice entrance. Solid 8 out of 10." Yang quipped, unaware those weren't actually bullets she fired but small devices that releases whips of seemingly indestructible energy that latches onto the heroes' arms and legs and pins them down to their knees. "NINE out of 10…!" Yang quipped while they are getting shocked.

"Sable…ugh…Got tickets to the theme park too?" Spidey quipped.

"Spider-Man. It's been a long while. Didn't think we'd meet again, under these circumstances." Silver Sable spoke in a slight Eastern European accent.

"You know this woman?" Palutena asked the webhead while struggling to break free.

"Oh yeah! Me and Sable go way back! Once a month she would try to kill me! Then every six months we team up to beat someone else up! Then the week after that, she would try to kill me again! Oh good times. I've almost missed them." Spidey quipped.

"I see you still can't clamp that mouth of yours." Sable replied, annoyed as always of Peter's bizarre sense of humor.

"What are you doing here, Sable? Did the docs hire you? Were you that eager to get first in line for the roller coaster?" Spidey quipped.

"Enough. You are boring me. I was hired to secure this park from filth like you." Sable replied.

"While also kidnapping aliens?" Sonic asked her.

"Anything to pay the bills." Sable grinned.

"These are innocent creatures you're taking hostage! We can't allow you to do that!" Pit exclaimed.

"You're in no position to stop me, boy. Those energy tethers are strong enough to hold down a rhino." Sable taunted the angel.

"A rhino or THE rhino?" Spidey quipped.

"Shut up!"

"I'm just asking while I do THIS!" Spidey unsheathes his wrist stingers to cut through and break free from the energy cables. He quickly kicks Sable while's she distracted, giving him enough time to free his friends while dispatching her troopers. "I've learned a few new tricks since we last tangoed, Sable."

The silver mercenary growls while she touches her earpiece, "Brave two! I need immediate assistance! While you're at it, release the Big Boy!"

 **BGM-Sonic Colors OST-Ferris Wheel Boss Appears**

More quinjets fly over to the battle dropping in more Sable troops. If that wasn't bad enough, a gigantic, one-eyed mechanical monstrosity called Rotatatron clamps its hand inside a ferris wheel.

"Oh good! Thought you meant some other big boy!" Spidey quipped. "Sonic. Yang. Palutena. Teach the big bot some small lessons." He ordered his friends.

"Alright. Guess it's time for us to start stopping." Sonic tightens his left glove, bouncing off Cubot's head as he follows Yang and Palutena to battle Rotatatron, leaving Spidey, Ruby, and Pit to deal with Silver Sable and her henchmen.

" **I git it!"** Cubot cried out, finally understanding what Orbot meant about the "nothing" explanation.

 **BGM End**

 **BGM-Sonic Colors OST-Rotatatron & Refreshinator**

"Try to make me sweat, heroes." Sable taunted Spidey's squad as her troopers fire at them.

"But that would make you smell and nobody wants that." Spidey quips and web yanks a rifle from one of the goons. He spins it around to hit a few goons while before tossing it at Sable. She blocked it with her staff and twirls it around as a sort of taunt to goad Peter into battling her. The webhead takes the bait and zips closer for an attack from the air. Sable uses her staff to twist and tie his webbing to lose his balance for her to roundhouse kick him to the ground.

"You're as good as ever." Spidey said, complimenting Sable's incredible combat skills.

"You're out of your depth, Webs!" Sable taunted him.

Pit knocks down a few soldiers before he gets the chance to attack Sable. "We won't let you get away with this!" He declared. He switches to his dual-wield bow blades and clashes with her fast-wielding staff. Her superior training gives Sable the advantage over Pit, smacking his right arm then repeatedly poking him in the chest before sweeping him off his feet for a brutal kick to the chest while she mockingly chuckles at him.

"Awwww, is that all you had?" Sable mocked him.

"Ow, she's good!" Pit said as he jumps on his feet.

"Would you believe she's a princess from a foreign country that went toe-to-toe with Captain America?" Spidey asked him, bouncing off a Sable solider while releasing his Web Bomb gadget to incapacitate a group.

"Uh, no!" Pit jumped over energy rifle pellets from Sable and her mercenaries, countering with his arrow shots.

While shooting, Sable notices a change in the wind current and uses it as a warning to block a speedy Ruby's scythe. Ruby speeds off again, moving around the area to confuse Sable for another blind attack. "You think that would work?" Sable equips herself a scouter to track down Ruby's movements to a T. "I can see you!" She sticks her staff out in the direction Ruby was running, causing her to flip in the air for Sable to double-kick to a wall.

"For someone with no powers, she's good." Ruby muttered as she shakes her head and runs back to the fight.

Meanwhile, Sonic, Yang, and Palutena are having a much easier time dealing with the Rotatatron mech inside its ferris wheel. "The wheels on the ferris go round n' round!" Yang sang while shooting shotgun bullets at the robot's eye. The damage irritated the monster robot as it began shaking with bits of electricity. It closes its eye to avoid any more damage.

"It's eye is closed." Sonic noticed.

"Looks like we'll have to wait until it reopens." Palutena said.

"That'll take forever." Sonic joked.

The ferris bot shoots shuriken-like projectiles at the heroes, forcing them to dodge. After a few seconds, the robot stupidly reopens its eye for a chance a hero to attack it. "Bad move, buddy." Sonic grinned, jumping from platform to platform and homing attack the eye, causing it to spark more electricity.

"Let me apply some eye drops." Palutena fires multiple balls made of her light energy at the eye a couple of times. This stuns the robot enough to drop a laser alien capsule Yang frees from it.

"Wanna finish this with style?" Yang asked the alien. It nods and bumps fists with the action-loving blond as she absorbs it into her gauntlets. Her gauntlets changes shape and color to match the cyan alien while also surrounding her in a sparkling aura that cackles electricity around her body. "I'm feeling all tingling." She reels back her right fist for a final strike. "When you have red eye, use laser eye!" She punned. With a mighty punch to the air, she fires large piercing laser that was too fast for the normal eye to track through the robot's eye, causing it to explode as it drops hundreds of rings for them to collect, as well as its arm that flies off into the atmosphere.

"Bullseye!" Sonic punned as he collects all of the rings in a few seconds.

"These jokes are gonna getting out of hand." Palutena giggled.

"That was too easy. I was hoping for a challenge. Let's hope the others haven't finished Sable yet." Yang said as they hop down the exploding ferris wheel.

Back with the fight with Silver Sable, she is stuck in close-quarters combat with Spider-Man. They are both equally-skilled fighters as they are able to flawlessly block and counter each of each other's quick jabs and kicks.

"I see you've received some training." Sable smiled, impressed by Spider-Man's improved combat skills.

"I wanted to impress you. Are you impressed yet?" Spidey asked.

"No." Sable kicks Spidey away.

"Maybe this will impress you!" The nimble spider quickly bounced from the ground into the air, launching two weblines behind Sable to hurl him in for a tackle. He kicks her to the ground and before she could counterattack he swings into the air. He grabs Pit by his web and throws him at the stunned mercenary. Pit uppercuts her with his Upperdash Arm, making her bounce across the ground before she recovered.

"If that's the best you have, you'll never beat me!" Sable said.

"Let's try this!" Ruby dashes in with the red burst alien, absorbing it into her sniper rifle, changing into a flaming red gun. She jumps into the air while charging up her gun, and after a few seconds, she unleashes a large charged fire shot that explodes and blows away Sable and her men from the force of the explosion.

 **BGM End**

Ruby lands next to Spidey and Pit, exchanging victorious high-fives as Sonic's group meets with them. "Aw man. You're done already? I was hoping to have a crack at her." Yang said, disappointed.

The Avengers turn to Sable as she stands up in defeat. "Give it up, Sable." Spidey told her to stand down.

"You know me better than that." Sable replied, turning to her earpiece. "All units. Fall back. We'll deal with the Avengers later." She turned off her communicator before glaring at the heroes one more time while her quinjet arrives to pick her up. "Get in my way again, and I won't be so gentle." She warned them as she makes her leave in her jet and flies away from sight.

"That woman terrifies me." Spidey said and was probably honest when he said that.

"She doesn't scare me." Sonic said, putting his hands behind his head to relax.

"Yeah, the 12-year-old pink hedgehog does." Yang smirked.

"Ughhh…" Sonic groaned while his friends laugh.

* * *

 **BGM-Sonic Colors OST-Yacker's Plea**

"Are you done yet?" MJ asked Tails as she and the twirly-haired alien came back from buying a few sodas while he was still working on his translator.

"Hold on. Just need to tighten this last bolt…" Tails said as Sonic was the first to return to them but stopped a little too late, so he had to moonwalk to back up a bit, just as Spidey swings over and the others arrived to meet with them. "Oh, there you guys are. What took you so long?" Tails asked them while MJ tosses each of them a soda.

"We did a little shopping, grabbed a bite to eat, and trashed a giant killer robot while fighting a crazy silver lady and her mercenaries." Sonic quipped.

"Silver lady? You mean Silver Sable? That explains everything." MJ said before taking a sip from her soda.

"They've got shopping here too?" Tails asked.

"This place has everything. So how's that translator coming along, 'cause sign language can only get me so far with this guy. Can't tell if he's asking about steak or the NFL." Spidey joked while pointing to their white alien friend.

"I think it's done. It's in binary code so only you and I can read it." Tails presses a button on his handheld, which causes the translator module to lift up like a satellite dish. "Okay, ask away." He said to Sonic.

The hedgehog clears his throat before speaking to the alien, "Who are you and what is happening to your people?"

The alien speaks in gibberish, but thankfully Tails cleared that up with his translator. "Okay, he says his name is "Talks-a-lot" …" Tails recited the words from his translator. The D-Avengers, MJ, and even the alien give a look of concern as they tilted their heads. "…and he's from a far away soda…" This makes the heroes face-palm. "…where flowers water them with dances."

"That…made no sense." Pit spoke up after that little disaster of translation.

"I think your machine still has some bugs." Yang told Tails.

"You want me to take a look at it?" Spidey asked.

"Nah. I think I can figure this out though." Tails presses another button which fixes the problem with his translator, temporarily. "Okay, he said his name is Yacker." The newly-introduced Yacker nodded as he got the name right. "He's from a race of beings called "Wisps"."

"Lisps?" Ruby scratches her confused head.

"I think he means Wisps, with a "W"." MJ corrected her.

"Yeah, I'll just stick with aliens if that's OK with everybody." Sonic said to everyone.

"It's easier to remember than the Aurum, that's for sure." Palutena said.

"Sure, so anyway, they are either being used for their magical powers by two evil men, or to make underwear to be worn by salad." Tails said as everyone shook their heads in disappointment before he sweatdrops and continues reading. "I just hear save them, save them over and over." They see Yacker nodding a lot, begging the heroes to save his race desperately.

"So how 'bout you print out that instruction manual so we can swing over and save the day, eh?" Spidey quipped.

"I don't think it'll be that simple." Tails shakes his head.

"Maybe it is." Everyone looks at Mary Jane as he takes out a map of the whole park and its five planets.

"What's that?" Ruby asked.

"When me and Tails ran into those Sable guys, I managed to grab a map that had a couple of _interesting_ places. How 'bout we go check them out, and maybe save some aliens." MJ smiled.

"Haha! MJ, you rock! Maybe you will be an investigative journalist one day." Yang smiled as she gives her best bud a fist bump.

"I'll keep it in mind." MJ smiled.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Robot's Lost and Found**

Somewhere around Tropical Resort, Orbot and Cubot are busy cleaning up the mess made during the Avengers's battle with Silver Sable and Rotatatron. **"The bossmen said to wrangle every piece o' this mess. When you consider what we're doin' from a robot's point of view, it's actually pretty gruesome."** Cubot said while wrangling a yellow trash container to dump the robot pieces and destroyed guns in.

" **Don't think about it."** Orbot said while he sweeps the floor.

" **Iffin' ya say so."** Cubot replied as he dumps another robot piece.

Orbot looks around the place and was hoping to find something that's not there. **"I'm missing an arm. Have you got an arm?"** He asked Cubot.

" **Naw. But really, how much can it matter?"** Cubot remarked.

" **I guess it can't matter much."** Orbot tossed his picker into the bin as he lazes around again.

Unaware to anybody, the arm piece Yang broke off from Rotatatron found itself stuck in some kind of reactor tower, slowly spewing out a leak of what appears to be negative energy.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Theme of Sonic Colors (Title Ver.)**

 **Spidey: It's your favorite hero Spider-Man reporting. Sweet! Look where we are!**

 **Palutena: Very funny, Spider-Man.**

 **Ruby: There's gum drops! Candy! Chocolate! IT'S EVERYWHERE!**

 **Spidey: H-Hey! Ruby! Guys! It's not a good idea to eat a whole planet of sweets! Aren't you concerned about your dental bill?**

 **Next time in D-Avengers: Web Up the Stars:**

 _ **Sweet Stuff**_

 **Spider-Man: Don't eat too much sweets, kids.**

* * *

 **KFX Here: Sweet Mountain's next along with the return of Blaze the Cat and Silver the Hedgehog. Remember to check out my Deviantart, "KingSonicFan" and visit my forum page. Links can be found on my profile.**


	7. Issue 4: Sweet Stuff

_Issue 4: Sweet Stuff_

 **BGM-Sonic Colors OST-World Map**

Following Mary Jane's directions, the D-Avengers hop on board a space train that'll take them to their next destination to one of the captured planets. On the train ride over to the planet covered in sweets, the team takes it easy for a bit: Spider-Man checks his cellphone for the latest posts on his Twitter, "NYCWallCrawler". Sonic's bopping his head while listening to "It Doesn't Matter" from his mp3 player. Tails is busy tweaking his translator. Pit is learning to read via a Spider-Man comic, and still has trouble. Palutena hums "Reach for the Stars" to herself while waxing her staff. Ruby plays patty cake with Yacker, who really likes the game. And MJ and Yang are too busy gossiping with each other.

"…And he had to swing around the city in his undies." MJ giggles.

"At least he gets to show off his nice butt high in the sky…" Yang giggles as well.

"What are you two talking about?" Spidey curiously asked the gossiping girls when it sounded like they're talking about him.

The girls turn around to whistle to ignore him as the Eggman PA chimes in about their upcoming destination, _'Next stop, the Sweet Mountain. Enjoying our candy paradise is the perfect way to celebrate your next birthday…or to avoid reaching it.'_

"CANDY PARADISE!" Pit, Ruby, and Yang shrieked in excitement as their eyes sparkle like stars.

' _Oh boy.'_ Spidey sweatdropped.

 **BGM End**

* * *

 **Sweet Mountain**

 **BGM-Sonic Colors OST-Area: Sweet Mountain**

' _Welcome to the Sweet Mountain. Insulin will be provided at a marginal extra cost. And by marginal, we mean enormous,'_ The Eggman PA spoke as the space train stops at the Sweet Mountain station. The doors open and just as Peter takes a step out, the sugar-rush force of Pit, Ruby, and Yang blitz pass him and causes him to face-plant on the ground groaning.

"EEEEEEEEEEEEEEE!" The three of them squealed like five-year-olds as they witness their favorite heaven: A sweet-covered world set high beyond the clouds, filled with nothing but candies, burgers, donuts, you name it. All forms of sweets and fast foods make up this planet, but it seems that the doctors have turned some of it into a giant confectionery for their park.

"I was not expecting this," MJ said, stunned while walking on frosting.

"Whoa, look at all the sweet treats." Tails pointed to candies and donuts pillars that can be seen for miles.

"A whole planet made of nothing but candy? This is like every kid's dream world." MJ remarked.

"I've never visited a planet like this before. Then again I never really visited a lot of planets." Palutena said.

"I'm more surprised the air's breathable. I thought it would be toxic." Spidey commented they're able to breath on this planet without a space suit or something.

"Wouldn't be a good business practice." Palutena said.

"DIBS ON THE COOKIES!" Ruby screamed as she dashed off to the large cookie rings.

"I SEE ICE CREAM TOWERS!" Pit yelled as he gets to lick off a vanilla ice cream tower.

"DONUTS ARE ALL MINE! WOOHOOO!" Yang screeched as bites off the chocolate donut dome.

"Is it a good idea to eat the planet?!" MJ asked her sweet-loving friends who can't hear her.

"I've seen Pit eat food off the ground so it's not out of the ordinary." Palutena sighed.

"Seriously. This whole place reeks of sugar." Sonic sweatdrops while he watches his friends continue eating the sweets off the planet.

"Can you guys stop eating the planet," Spidey asked them. "Eating too much sugar isn't good for you! It'll make you grow f-," The webhead stopped when he spots the half-sisters glaring intensely at him, while Pit is too distracted licking the ice cream tower. " _A_ fast trip to the dentist. The bill on that thing is gonna grow humungous." He nervously chuckled.

"Smooooth." Sonic said. "So where should we start looking?" He asked the team.

MJ takes out her map of Sweet Mountain to take a look at it, "There's a lot of attractions close by."

"But no ride to whatever super-secret hideout the doctors are hanging out, huh?" Sonic replied.

"Not from it looks like. Guess we should start searching. Hey guys…" MJ and the others turn to Pit, Yang, and Ruby, only to find them gone. "Where did they go?" She asked.

Spidey sighs, "I'll find the kids, before they give themselves a stomachache." The web-slinger swings off to find his sweet-loving friends, leaving Sonic, Tails, Palutena, and Mary Jane by themselves.

"So, are we the only ones here?" Tails asked the remaining heroes.

"Apparently not." Sonic answered as he spots a familiar purple cat approaching them.

"Sonic, Tails, it's been too long." She greeted them in a noble manner.

"Blaze?!" Tails said in surprised.

"Never thought we'd see you here." Sonic said.

"Uh, have we met?" MJ asked as she and Palutena have not met Blaze before.

"Oh yeah. We should introduce you to each other. Guys, this is Blaze the Cat, a princess from another dimension," Sonic introduced the cat princess to them. "Blaze, these are some of our friends: Mary Jane Watson and Palutena. She's a goddess."

"A goddess?" Blaze questioned.

"Nice to meet you." Palutena smiled at Blaze.

"Same." MJ smiled as well.

"It is nice to meet the both of you." Blaze smiled in return.

"So, how'd you get here?" Tails asked the fire cat on her sudden appearance in Sweet Mountain.

"The Sol Emerald suddenly started glowing, then here I was. I saw what I think were Eggman's robots with weird octopus robots, Sonic, as well as strange men in silver armor. Is something going on?" Blaze asked them.

"Eggman is working with another mad doctor calling himself Doctor Octopus. They created this theme park and hired a bunch of mercenaries to kidnap aliens." Sonic explained.

"Sounds sinister. I look forward to seeing whether you have what it takes to resolve matters." Blaze replied.

"Is that a challenge? Whatcha got?" Sonic smiled.

"I saw an outpost where more of those men are stationed not far from here. They seemed to have captured more of those aliens." Blaze informed them.

"Okay. We're on it!" Sonic gives her a thumbs up and the four heroes rush off to the outpost.

 **BGM End**

 **BGM-Sonic Colors OST-Sweet Mountain (Act 1)**

Sonic holds onto Mary Jane as he carries her through the sweet-flavored planet at the speed of sound. The nervous redhead clinches onto the hedgehog's fur as he boosts through Egg Pawns and Octobots wearing toque blanches while wielding giant whists.

"Can you slow down?!" MJ shouted while clenching for her life.

"Nope!" Sonic grinned while running through a donut loop.

Tails and Palutena fly through the air to catch up with Sonic. They come across Buzzer badniks and Sable Soldiers wearing jetpacks but they were quickly blasted down from the sky. As they fly forward, the fliers barely dodged a giant missile that exploded into jellybeans.

"A jellybean missile?" Tails questioned with a confused look.

"I wonder what they taste like?" Palutena joked.

"It's probably not a good idea." Tails sweatdrops.

Soon after the area for a bit, the four heroes walk up to an edge and perch down after finally locating a Sable Outpost. They spot Silver Sable's men hoarding a group of Wisps and shoving them into their capsules. Some of them transport the aliens inside their small base while the rest are kept outside.

"Those jerks. They're not treating the Wisps fairly." Tails growled, angry with how abusive the mercenaries are to the little aliens.

"We'll stop them. Me and Palutena will distract the guards outside, leaving you and MJ to sneak in and free the aliens inside." Sonic gave out his plan of attack.

MJ whips out her Iron Avenger gauntlets and powers them up, "Okay. I'm ready."

"Alright. Let's have some fun!" Sonic grinned.

The blue hero jumps down to the center of the outpost, spin attacking a Sable goon into submission. "Hey guys! Let's see what you can do!" He taunted the soldiers.

"Code SH-two is here! Shoot him!" A Sable goon commands his men to assault the hedgehog with their guns.

"Haha! Your guns are too slow for this fight. Go buy a faster one!" Sonic taunts them as he easily avoids their shots with his speed. He homing attacks the goons just as Palutena stomped down with her angelic wings protruding from her back.

"Leave some for me!" She grinned. She whacks some of the trained soldiers with her staff before using her Autoreticle to shoot them to the ground. She shoots a laser beam through an incoming Egg Pawn but was then surprised by a big Sable brute hugging her from behind and starts crushing her. "Hands off pal! Rocket Jump!" An explosion from her feet launches the goddess into the air that was enough to free herself from the brute and smack him back down. "Don't mess with a goddess, boys." She smiled until she was pelleted with rockets that shot her down.

"Palutena! You alright!" Sonic asked if she's okay.

"I'm fine-LOOK OUT!" Palutena shouted as they leap away from more missiles and rocket fire from the Sable goons.

"Yeesh, these guys don't hold back." Sonic said. He glances around until he notices two Wisp capsules containing yellow drill-shaped aliens. He dodges another rocket before freeing the Wisps from their small prison. "Want to help us out?" He asked the aliens, receiving a nod. "Great!"

Sonic and Palutena absorb the Drill Wisps and receives an awesome power up. Sonic turns into a yellow spiral drill and uses this new ability to burrow underground at high speeds to surprise the Sable soldiers from below when he jumps out and takes out a few of them. Palutena's staff changes to a yellow color while the orb on top changes to represent the Drill Wisp. She activates her "Drill Spin", causing her staff to spin really fast into the shape of a giant drill, and good timing too, as a giant jellybean missile is shot at her from a Sable APC truck. With her drill-spiraling staff, she drills through the missile and the APC in the blink of an eye, causing the missile to explode while releasing a rainfall of jellybeans onto the battlefield.

Because of all the ruckus outside the base, more Sable soldiers are forced to run out to secure the area. "Perimeter has been breached! We need backup!" A Sable goon shouted as they rush out the door, not noticing Tails and Mary Jane sneaking in from a window.

They both hide behind a crate to scan about 6 Sable soldiers are left guarding the cash cow of Wisp capsule. "We got this." MJ whispered.

She bravely stands out of her hiding place and starts using her repulsors to shoot down 3 of the soldiers while Tails spin attacks the remaining goons. "That's the last of them." Tails said before hearing an explosion outside. "And it seems they're just about done too. Let's free these aliens." He said.

"Right." MJ nodded. They both work together to free all the aliens from their capsules, including the large one MJ destroys to free a couple more dozen into the air.

" _B6KL#$98"_ One of white Wisps spoke in its native tongue

"What are they saying?" MJ turns to the fox with the translator.

"They're saying, "Thanks for the free soda. Take this omelet for breakfast." Tails translated, which sounds as poor as usual.

"You sure?" MJ raised an eyebrow.

"Sorry." Tails presses another button that hopefully fixed the problem. "They're actually saying, "Thanks for freeing us. Take this shiny gem as thanks."

Another white alien flies over to hand MJ the yellow chaos emerald as thanks for freeing them. "Awesome. Another chaos emerald," MJ turned to the alien, "Thank you." She said.

" _5H1%0."_ The Wisp happily nodded before flying away with his friends.

Tails and MJ walk out of the base to see that Sonic and Palutena have finished defeating Sable's men and freeing more aliens. "See you guys are done." Sonic said.

"And we got another emerald." Tails replied.

"Awesome. Don't know why they're here, but they're nice to have. Let's go meet up with Blaze." Sonic said as he grabs ahold of MJ and they race off back to Blaze to inform her of their success.

 **BGM End**

 **BGM-Sonic Colors OST-Yacker's Plea**

"Nicely done, you guys. I see you have little need of my help after all." Blaze said.

"Hey, how is Marine doing?" Tails asked about their old, and pretty annoying raccoon friend from Blaze's dimension.

"Heh, same as ever." Blaze smiled.

"Getting into trouble, then. Which is what we should be doing now too!" Sonic smirked.

"I'm sure Spidey and the others beat us to it. Which makes me wonder what they're doing right now…" MJ wondered about her other friends.

 **BGM End**

* * *

 **With Spidey's band of misfits…**

 **BGM-Sonic Colors OST-Yacker's Plea**

"THIS PLACE IS THE BEST!" Ruby exclaimed while she, Pit, and Yang are busy chomping down on their favorite desserts they scooped from the ground. Spidey's too busy contaminating a chocolate column with his stick 'em powers while he watches his friends enjoy their snacks from above.

"You guys need to slow down." Spidey sweatdrops, concerned about their health.

"Want a strawberry, Pete?" Yang shows her boyfriend a chocolate strawberry from her cake.

"No thanks. You can have it." Spidey kindly declined.

"C'mooooon." Yang gives him the puppy eyes he knows he can't say no to.

"Well if you insist." Spidey hops down and takes the strawberry from her hands, opening a part of his mouth to eat it. "Mmm. Not bad." He smiled.

"Then how does this taste like?" Yang gives him a surprise kiss to the lips for a good few seconds.

"Sweet." He punned because of the planet they're in.

"I like the taste of that response." She punned before they kiss again, much to the disgust and embarrassment of Ruby.

"Yuck. It's their puns that taste bad." Ruby said with a disgusted look.

"Who's puns are worse: Your sister's or Spidey's?" Pit asked his young huntress friend.

"I keep flip-flopping." Ruby replied with a deadpan look. The two young heroes decided to explore the sweet area for a bit for some rides to ride on. "EEEE! This place really does have all kinds of rides, huh?" She said excitedly.

"Yup. Ooh, look at that!" Pit points to a sign that says, ""Experience the Future", it says."

"The future, huh? Looks like any other ride to me." Ruby replied.

"They think THAT is what the future is like? Please." A familiar sounding person captures the attention of Ruby and Pit, as well as the pun couple after they've finished kissing. They turn to see a young 14-year-old hedgehog covered in white fur descending from the air with his psychic powers.

"Hey. You're that silver hedgehog that helped take down Goblin. You're from Sonic's world. From the future right?" Spidey asked the white-fur hedgehog.

"The future?" Pit remarked, a little shocked to meet a time-traveler.

"Yeah. My name is Silver. It's nice to meet you all again." Silver smiled. "Hey guys. You planning on riding this thing? I'd give it a pass. The future's not all stone and buildings like that."

"What's the future you came from like, Silver?" Ruby asked him.

"A lot brighter than this. The sky is blue, and everybody's got a smile." Silver replied.

"That sounds just like the world now." Yang smiled.

"Ha ha, exactly. I actually just got back from saving my world with Spider-Man." Silver said, confusing everyone when he talked about Spider-Man.

"We did? When did that happen?" Spidey asked, rubbing his head in confusion.

"Sorry. I meant the OTHER Spider-Man. The one from 2099?" Silver corrected himself.

"OH. That Spider-Man. I understand now. So you guys had a couple of adventures together, huh?" Spidey asked.

"Yeah. He's a nice guy, and Nueva York is just INCREDIBLE. Flying cars and tall buildings that could touch space. You should check it out." Silver said.

"When I build a time machine, sure." Spidey joked.

"Hey. If you're looking for a fun ride, I found one earlier before I spotted you guys. Care to give it a go?" Silver asked.

"Show us the way." Pit smiled.

"Great. It's called the "The Sweet Sand-Wich Tower"." Silver said.

"I'm liking the sound of this already." Yang smiled from hearing the name of the ride.

"It's pretty fun. Go check it out." Silver said.

"Show us the way." Spidey said.

 **BGM End**

 **BGM-Sonic Colors OST-Sweet Mountain (Act 2)**

 _'_ _We know they look delicious, but please refrain from licking the rides. That would be disgusting. Do you know where those rides have been? People have been sitting on those rides! With their BUTTS! Okay, go ahead; lick them. Don't say we didn't warn you.'_ The Eggman PA spoke from a loud speaker.

The psychic hedgehog directs the heroes to a frosty slope made of sweet cream. "Just ride these boards down the hill," He uses his powers to mentally lifts four jellybean-powered boards to give to them. "You'll then have to ride a rocket that'll you to the tower. I'm sure you'll figure out the rest."

"Good. I don't want to be spoiled." Yang said.

"Let's go!" Spidey exclaimed.

The fun-loving teens hop down the slope and begin sliding down on the whip cream with their boards. "WOOHOOO! YEAH-HA! THIS IS FUN!" Pit exclaimed while riding down the hill, having a blast.

Spidey speeds down, tricking off a lollipop ramp to perform some amazing tricks only a spider can. "YEEHAW! THIS IS WHAT I NEEDED!" He exclaimed in the air, actually having fun in his life as a superhero while Ruby grinds down a red licorice rail down further the ramp.

"OH YEAH!" Ruby exclaimed in excitement before she's joined by Peter and Pit, and lastly Yang, though she accidently swerves her board too much on the creamy slope she leaves a stream of whip cream on her friends.

"Oops! Sorry!" She sheepishly smiled.

Pit licks the cream off his face, "That's okay!"

The four heroes jump off the same ramp simultaneously as they latch their boards onto a jellybean missile that shoots them straight at the giant tower that's shaped as a delicious sandwich. "I see the tower! It really does look like a giant sandwich!" Ruby said as they fly through donut hoops.

"Ugh. It has mayo and crust. That's not my favorite kind of sandwich." Spidey said.

"You don't like those. I think they're delicious on a sandwich." Pit said.

"That's because you'll eat anything."

"Yeah, that's also true."

They hopped off the missiles, allowing them to explode into jellybeans when they arrived at the top of the Sand-Wich Tower. They grind down the cheese and lettuce inside the giant sandwich until they arrived at the base of the tower. "Okay. Now what?" Yang wonders what's next.

Ruby gasps when she notices something in front of them. "Guys! Look!" She points to four orange-colored Wisps that are shaped like rockets trapped inside their own capsule.

"More Wisps. Let's free them." Spidey and his friends dash over and free the aliens. "Sweet. They're free." He said, making an obvious pun.

"Please stop." Pit told him while Yang laughs. That laughter was forced to stop when sand slowly starts to fill the sandwich.

"Ah! Sand! It's rising!" Ruby exclaimed as the sand starts to cover her shoes.

"Guess there's another reason it's called the Sand-Wich Tower. We need to get out of here, but how?" Spidey quickly wondered as the sand slowly covers their legs. The Rocket Wisps they saved speaks to them, looking like they want to help their new friends. "It looks like you want to help." Spidey said.

The aliens nodded and quickly flies into the heroes' respective weapons, or in Pit's case his wings. "What are you doing?" Pit asked the alien he absorbed.

Spider-Man's costume switches to a neon orange color after absorbing the wisp. Ruby and Yang's weapons also changes color and transform to have a rocket-like design, gaining thrusters on the side of their weapons. And Pit simply gains small rocket thrusters grow out of his wings as they glow a sparkling orange. The sand quickly grows worrisome as it rises to their waist.

"We gotta move! Show us what you can do!" Spidey uses his powered-up web shooters to create an orange rocket made of webbing and immediately rockets out of the sand pile. The half-sisters use their Wisp-enhanced weapons to rocket upwards, quickly joined by Pit as he flies like a space shuttle about to exit the atmosphere. The four heroes were able to fly out of the Sand-Wich Tower, faintly hearing a frustrated roar coming from the sand as it disappeared almost immediately, much to Peter's concern.

 **BGM End**

 **BGM-Sonic Colors OST-Yacker's Plea**

After having a fun time free-falling about a 1000 feet in the air, the heroes safely landed back at the start of the fun ride, waving goodbye to the Rocket Wisps that saved them. "Whew. That was fun! Let's go again!" Yang said, though judging from the glares from her friends, they don't seem to share the same sentiment. "I was kidding." She said when Silver approaches them.

"You guys had fun?" He asked them.

"Ignoring the rising sand that almost buried us alive, yeah, it was pretty fun." Pit replied.

"Rising sand? I don't remember that part of the attraction." Silver said, wondering where that sand came from.

"Maybe they added it after you rode it." Ruby guessed.

"Possibly. Anyway, you guys seemed busy when I found you. Anything I can help with?" Silver asked them of how he can be of assistance.

"Yeah, we've got a bit on our plate, but we've got it covered. Though if you come across any aliens trapped in capsules, it would be best to free them." Spidey said.

"Haha, you got it, Well, keep it up, Spider-Man. I'll tell your future self you said hello." Silver said.

"That'd be awesome. See ya, Silver." Spidey said as he swings off with his teammates, though there's still something he's still thinking about. _'Something about that sand gave off a familiar feeling. It seems alien, to this world I mean. Could it be…Yeaaaaaah, this trip got little more complicated.'_ He thought, figuring out what that sand was all about and who it might belong to.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Theme of Sonic Colors (Title Ver.)**

 **Spidey: It's your favorite hero Spider-Man reporting! Does anyone know what this weird generator looking thing's for? It seems important.**

 **Sandman: Back-off, punk! You ain't shutting anything!**

 **Spider-Man: Sandman?! What are you doing on this planet? And why are you wearing a pirate's hat?**

 **Sandman: Ock brought back the Sinister Six to crush you losers!**

 **Sonic: You bozos again! You'll never learn, do you?**

 **Sandman: Keep talking, furball! With these aliens, I'm stronger than ever! Now, who wants to have fun at the beach?**

 **Next time in D-Avengers: Web Up the Stars:**

 _ **Captain Sandman**_

 **Ruby: Ah! Too much sand! It's dirtying my clothes!**

* * *

 **KFX Here: Sandman is back along with a different line-up of the Sinister Six. What crazy wisp powers would you want him to use in the next chapter? Leave a review with your thoughts and opinions. Remember to check out my Deviantart and the United Heroes forum page. Links can be found on my profile.**


	8. Issue 5: Captain Sandman

_Issue 5: Captain Sandman_

 **BGM-Sonic Colors OST-Yacker's Plea**

Sonic, Tails, Mary Jane, and Palutena continue their journey through Sweet Mountain. While they haven't found either doctors or the rest of their friends, they did buy some snacks. Sonic eats from a hamburger while Tails licks from a lollipop. MJ drinks from her orange soda can while Palutena licks a mint-chip ice cream cone.

"Hm? There's somebody over there." Tails spots Blaze and Silver being confronted by the shape-bots, Orbot and Cubot.

" **Oh, hey! It's some of Sonic's friends. Howdy partners!"** Cubot greeted them in cowboy.

" **Quit fraternizing with the enemy! We're about to challenge them."** Orbot berated his partner.

 **Yeah? To what? Cards? A game of tag?"** Cubot asked.

" **Ignore him…Now, face our challenge!"** Orbot challenged the cat and hedgehog.

"If it will make you two quiet down." Blaze said, igniting her fists with flames.

"Heh, I'm eager to see what the robots in this era can do." Silver said, activating his psychokinesis. Silver and Blaze uses their respective powers and simply attack the robots, barely using a fraction of their power to scare them.

" **Flames and mind powers?! Pretty. Like fireworks!"** Cubot remarked.

" **Retreeeeeat!"** Orbot exclaimed, running away with Cubot.

"Pathetic." Blaze grunted.

"Where was the challenge in that?" Silver sighed.

"Who's the silver hedgehog?" MJ asked Sonic and Tails as they approach Blaze and Silver.

"It's Silver! Hey guys! Are you two all right?" Tails asked his friends.

"Hey, guys. You four missed the party." Silver waved.

"A pretty lame party from what we saw." Palutena said.

"Looks like those two robots of Eggman's got away." Blaze said.

"Again? They're dim bulbs, but they run away like pros." Sonic grinned.

"They popped out as soon as we got close to this ride." Silver explained, pointing to a pirate-themed water raft made of biscuits and other sweets that leads to a cave made out of candy and cookies.

"What could be so special about this ride?" Palutena wondered.

"Perhaps it merits a closer look." Blaze suggested.

"What do you think, Sonic?" Tails turned to his best buddy.

"We got this one. We'll be right back, guys." Sonic grinned as his team jumps on the raft that was enough to fit all four of them.

 **BGM End**

 **BGM-Sonic Colors OST-Sweet Mountain (Act 3)**

They notice some pirate gear laid out on the ground, giving them a great idea to play with. Sonic puts on a red pirate's coat, a pirate's hat (that strangely has his symbol), and an eye patch on his left eye. Tails and MJ simply puts on a bandanna while Palutena wears a straw hat while magically changing her clothes to look more pirate-like.

"Arrgh! Alright, mateys! Let's check out Davy Jones's cave and find some treasure, eh!" Sonic said with a pirate tone.

"Aye-aye, Captain!" MJ said, joining in on the fun as a pirate.

"Let's skedaddle!" Sonic said, pointing a sword he found to the sky as Palutena pushes the raft to ride down the soda river into the cave. The pirate heroes go with the flow, swerving their raft left and right to avoid the chocolate walls blocking their path. When they dropped down a small steep, the orange soda splashes on their bodies, making them giggle from how much fun they're having. Looks like the fun will have to be cut short when they spot groups of pirate-themed Egg Pawns and Octobots riding down on another lane next to them.

"Captain Sonic! We have enemy pirates!" Palutena said with a pirate tone.

"The Doc Pirates want me rings? Weeell, they can't have 'im! Attack, mateys!" Sonic commanded.

Palutena uses the small cannon mounted on the raft to shoot cannonballs colored white with red stripes to sink a few enemy rafts. Tails uses his arm cannon to destroy a few rafts of his own while MJ does the same with her repulsors. During the chaos, an Octobot managed to hop on the heroes' raft.

"Get off me ship, octofish!" Sonic slices the robot's legs with his sword and kicks the body to an enemy raft so it can sink it to the soda river. Just when they thought the chaos was over, they are quickly bombarded by Sable agents on their own rafts. Sonic growled, "Sable Pirates! What bad times! Don't hold back, men!"

The Sable agents prove to be a little more annoying to deal with than the robots but nothing that'll distract them from being pirates. It also helps they received some amazing backup from the upper lane, packed with webbing and gun shots that knocked the agents to the river.

"Look!" Tails pointed to Spider-Man, Ruby, Yang, and Pit on their own rafts wearing their own pirate gear.

"Ahoy, fellow pirate avengers!" Spider-Man greeted with a pirate voice of his own.

"Captain Spider-Man, where were ya?" Sonic replied in pirate.

"Scrubbing me web-shooters. You wouldn't believe the booty we found." Spidey replied.

"Get them!" Another group of rafts with Sable agents continues to follow the pirate heroes.

"Arrgh! They never give up, don't they? Ladies and angel! Dispose of these silver pirates before I walk ya over to the web plank!" Spidey commanded his batch of friends.

"You got it, Captain!" Pirate Ruby whips out her sniper rifle and manages to shoot a hole in one of the enemy's rafts, causing them to sink.

"You folk ain't getting Spidey's booty! It's a nice booty, but I ain't letting you have it!" Yang speaks in pirate while shooting the hard-rock candy stagalites to fall down, impeding the Sable agent's path.

"What are you talking about?" Spidey asked her in his normal voice, wondering what "booty" she's talking about.

"Nothing, dear." Yang winked before returning to the shooting.

Pit kneels down to properly snipe the Sable agents with his staff. While he does, a Rocket Wisp flies over to him, wanting to help." Want to help?" Pit asked it. The orange wisp flies inside his staff, causing it to change into an orange Rocket Wisp Cannon. The angel avenger smirks as he fires his new rockets that blow their enemies with a powerful explosion, blasting them into the river.

Nearby, Sonic just absorbed a Drill Wisp and drills underwater to drill through the remaining Sable agents and their rafts, finally free of their persisting presence. "Alas! The Pirate Avengers have crushed their enemies and are free to gain the booty for themselves, wherever it is!" He scans the cave for any suspicious sight that seeks investigating. He quickly spots a closed path with a sign blocking it saying "DO NOT CROSS". "Ah! The booty must be in there! Follow me, mateys!" Sonic commanded his friends to huddle up and break through the wooden sign into the closed, dark area.

"What might we find in this dank river?" Tails asked in a pirate's voice. They soon see a light and the sounds of a loud waterfall.

"I see the exit. Maybe the treasure is there." Pirate Ruby said, with a pirate voice of course, as they get closer to the light. When they did, they are horrified to be coming across a gigantic waterfall that leads to a large pool of orange soda. "THAT'S NOT TREASURE!" She exclaimed.

"Arrgh! Looks like we all be rowing down the plank tonight!" Spidey quips.

"I think that's enough…" Pit is cut off as they all fall off the soda waterfall. "PIRAAAAAATE!" He shouted as they all scream for their lives to the soda pool.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Yacker's Plea**

Still hanging around the entrance to the water ride their friends took, Silver and Blaze were playing a pinball game to pass the time while they wait. As they played, Silver smells something fruity and frizzy. "Do you smell orange soda?" He asked the purple cat. They turn around to see the D-Avengers all soaking wet after that disaster of a pirate ride: a drenched Spider-Man stuck an unconscious Sonic to his back. Tails is too distracting smelling like soda. Ruby is trying to pour the soda out from her right ear. Pit spits out the remaining orange soda from his body, and Yang, Palutena, and Mary Jane are trying to dry out their drenched hair.

"Why are you guys all wet?" Silver asked them.

"Don't ask." Peter replied, having a deadpan face while sweating orange water drops.

"Will Sonic be okay?" Blaze asked the spider.

"He will. He just had too much to drink." Spidey joked as Sonic coughs and groggily steps down his back.

The blue hedgehog groaned, "That was a bad idea…"

"Ya think? My hair's all wet because of you." Yang angrily glared at him with her intense red eyes.

"Sorry. Sorry."

"So, what was there?" Silver asked to switch topics.

"Besides what we experienced, nothing special." MJ replied.

"I see. Perhaps we jumped to conclusions then." Blaze said.

"You're sure you guys are all right? Those robots were pretty persistent." Tails said in concern of Blaze and Silver after they easily shooed away Orbot and Cubot.

"I could handle the likes of those two all day." Blaze said.

"Seriously. I could take care of those two myself, easy." Silver boasted, which started to annoy the purple cat.

"I could handle them by myself as well!" Blaze exclaimed.

"Easy guys. We're all friends here, and you work together well." Ruby calmly said to stop them from fighting.

"Yeah, you guys were in perfect sync." Sonic said.

"Hmph. I suppose it was an easier fight with your help." Blaze admitted.

"It almost felt like we've paired up before." Silver said.

"Against Goblin?" Spidey remarked, remembering them working together to defeat Goblin at Remnant.

Silver shakes his head in disagreement, "Not that. Like another time before then."

"Ugh…Why do I feel sick to the stomach suddenly?" Pit groaned as something what Silver said about him and Blaze working in the past before upsets him somehow.

"Maybe you guys were partners somewhere, some time. I guess anything is possible." Palutena said.

"Anyway, we've got this area under control." Blaze said.

"Right. You guys go on ahead. Run straight for that bright future I told you about!" Silver smiled.

"Heh, will do. We've got our worlds' problems covered, guys!" Spidey gave them a two-fingered salute before the Avengers journey off to unknown territory of Sweet Mountain.

 **BGM End**

* * *

The Avengers continue exploring Sweet Mountain for anything that could lead them to the doctors and free the Wisps. As they left MJ and Tails so the latter can translate more useful information from Yacker, the rest of the heroes walk ahead for some recon.

"If I was an alien in need of saving, where would I be?" Sonic asked himself.

"Anything suspicious, mechanical, and NOT made out of candy." Spidey replied.

"Like that one?" Ruby casually points to a giant mechanical generator with an eye on it, generating some kind of purple energy surge.

"That'll do it." Spidey replied as the heroes walk closer for a better look.

"Experience has taught me to investigate anything that glows." Sonic said.

"Yeah. It may lead to another dimension or someone stabbing you in the back." Spidey joked as Sonic coincidently sneezes. "You okay?" He asked his blue hedgehog friend.

Sonic sniffs, "Yeah. Must be still sick from that ride. But why does my back hurt suddenly?" He asked himself while rubbing his sudden aching back.

 **BGM-Sonic Colors OST-Sugar Armada Appears**

Suddenly, Peter's own head starts aching, as his spider-sense warns him of danger approaching them in the form of a giant pirate ship literally made out of just desserts that got the Huntresses and Pit drooling.

"Oh cool! A pirate ship!" Pit exclaimed.

"Maybe this one has some booty." Yang smirked.

"Experience has also taught me that the best way to solve problems is to kick robot butt." Sonic smiled while kicking the air.

"Or insult them." Spidey joked.

"Both are good problem solvers." Palutena smiled.

' _Visitors are cautioned to avoid feeding, petting, or saving any aliens.'_ The Eggman PA announced, causing Sonic to groan and the others to simply roll their eyes.

"Excuse me giant killer robot. You wanna do this the hard way or the easy?" Sonic taunted the non-talking ship.

"You have five seconds to answer. Speak now or forever hold your peace." Spidey quipped.

' _Why are they talking to the non-talking robot?'_ The half-sisters, Pit, and Palutena sweatdrops while giving Sonic and Spidey a weird look.

From the ship, a robot pirate captain and his small minions reveal themselves, along with a familiar enemy of Spider-Man that materializes from a pool of sand into the shape of a person wearing a green shirt with purple stripes, an unusual reactor device plastered on his chest, and a pirate's hat. "Here's your answer!" The sand menace shouted as he prepares to launch a sand cannonball.

"Sandman?!" Both Spidey and Sonic exclaimed in surprise to see another of Spider-Man's enemies on this planet.

The Sandman fires his sandy cannonball at the heroes but were able to dodge out of the way before it exploded. "Somehow we knew you'd say that. Let's dance!" Sonic smirked, with he and Spidey ready to face Captain Sandman and his pirate minions.

"Are you talking to the robot or Sandman? Whatever." Pit shrugged as they take out their weapons and board the ship to confront the Sandman.

 **BGM End**

 **BGM-Sonic Colors OST-Vs. Captain Jelly & Admiral Jelly**

"Well if it ain't my ol' pal, Flint Marko: The Sandman! I knew that sand from before felt familiar," Spidey confronted his sandy nemesis, confirming the sand from the Sand-Wich Tower really was Sandman trying to kill them. "Y'know, every time we play together, I end up digging sand out of my costume for weeks." He said.

"I got a game for you to play." Sandman replied.

"Are we gonna build a sandcastle?" Ruby excitedly asked.

The Sandman dissolves himself into sand, covering the whole deck of the ship with his sand. "Marko?" Spidey asked, trying to figure out where the Sandman is. A splash of sand covers their bodies but it wasn't Sandman. "Marko?" He shouted again.

"POLO!" His voice echoes as a sand twister tries to swallow them up but they were escape him and the cannonballs that were firing at them through the sand.

"Oh man, and I thought our jokes were bad." Yang quipped.

"We have to shut down this ship!" Palutena advised.

"It looks to be a lever over there!" Spidey spots the lever at the front of the ship. Everyone dashes for the lever, avoiding the Sandman's sand blasts while also jumping over more candy cannonballs. Pit was able to fly over and shoot the lever with his bow, causing the ship to lose altitude and crash below.

The D-Avengers jump overboard to the cake platform mixed with sand as well as conveniently placed soda barrels that must have dropped after the ship crashed. The heroes see Sandman and the robot Captain Jelly confront them on the cake. "You think that'll stop me? Think again!" Sandman forms a hammer hand made of his sand and leaps to smash Spider-Man with it.

"Yoink!" Spidey rolls away so Sandman can smash the soda barrel instead, drenching him and turning him into vulnerable mud.

"Oh look, you're all wet! Want us to grab a towel? It'll look great with that pirate hat." Sonic quipped.

"And that bra-looking thing. What is that thing anyway?" Yang asked about the strange device on Sandman's chest.

"This thing gives me the powers of those aliens we've captured. I can transform the sand into ANYTHING I choose!" Sandman said.

"Really? You could make a killing in the landscaping business." Spidey joked.

"I'll make a killing, all right!" Sandman spins around to free himself from the mud, transforming his feet into a twister to ride on. While Sonic and Pit have an easy time beating on the Captain Jelly robot, the others aren't having the same luck with Sandman. With the device powered by Wisp energy on his chest, Sandman forms powerful rocket-shaped sand blasts at the heroes using the Rocket Wisp, forcing them to run from their devastating explosions.

"Whoa. He wasn't kidding. He's able to use the Wisp's power too?!" Ruby said, shocked before slicing open another sand rocket.

"These are innocent creatures you are abusing their power! Do you have no heart, Sandman?" Palutena asked the sandy criminal.

"I have a heart! Do you want to see for yourself?" He said with a menacing tone as he commands his sand to swallow up the goddess but she was quickly saved by Spider-Man who swung over.

"Why are you here, Flint?" Spidey asked while using his Acid Webbing to do inflict damage while leaping away from his sand maces.

"The Docs reassembled the Sinister Six to destroy you punks and take over these planets!" Sandman replied as he kicks Spidey away.

"Who's the Sinister Six?" Pit asked while flying to shoot at Captain Jelly.

"Just six of Spidey's worst baddies coming together to get their butt whooped by him." Yang quipped, handing Captain Jelly a brutal punch to its circuits, stunning it long enough for Sonic to deliver the finishing homing attack, destroying it so they can all deal with Sandman together, who is definitely the more dangerous of the two bosses.

"I'm too much for you fools now!" Sandman arrogantly said.

"Let's drink to that." Spidey webs up a soda barrel and throws it at Sandman.

"You sonofa-!" Sandman was cut off as he gurgles from turning into mud again.

"Nah-ah-ah! Language! We don't want Scarlet Rose to learn your vocabulary." Spidey quips as he gives the smack-down to Sandman.

Ruby sighs from his unfunny joke while dashing over to strike Sandman with multiple scythe slashes while he's still mud. "Eat that, Sandman!" She said as she blasts him into pieces.

"NO MORE!" Sandman growls and let out a loud shout, dispersing the two hero teens as his body turns back to normal. "DRILL!" He uses the Drill Wisp power to turn himself into a giant sand drill and burrow underground to pick his victim.

"Where did he go?!" Sonic asked.

Thankfully, Peter's spider-sense warned him of when Sandman will reappear and it's below Sonic, Yang, and Pit. "GUYS! MOVE!" He web yanks his friends seconds before a giant roaring Sandman covered in candy and food emerges from the ground to cover half of the area.

"I'LL KILL YOU!" The Giant Sandman declared.

"But there's so many rides I still want to ride!" Spidey quipped, getting Sandman irritated to roar at them again. He tries to smash them but they proved too fast to dodge his fists. He decided to rain down a plethora of sand rockets onto the battlefield that'll hopefully do the job. As some of the rockets approach them, Palutena put up a barrier to protect them.

"We're gonna need more water to beat him!" Pit said.

"I have just the thing! How do you like this, giant sandcastle? Power of Maelstrom!" Palutena causes the sky to rain heavy drops of water on Sandman, weakening him enough to make him irritated.

"THAT WON'T STOP ME! BURST!" Sandman activates the Burst Wisp power from his Wisp Energy Harness. The giant man of sand suddenly burst, making the heroes think he blew himself up, but actually he didn't. He actually turned his whole sand body into glass, protecting him from the rain while mocking the heroes with his laughter, "HOW DO YOU LIKE ME NOW?"

"Dude! You just made this easier for us!" Yang smirks as she knows a single punch from her will shatter him into pieces.

"REALLY?" Sandman taunted.

Yang growls in annoyance and dashes towards. With a loud war-cry, she slams a powerful right punch to his glass body, but to her surprise she barely left a dent. "Don't glass usually break after I punch it?" She asked, worried.

"NOT THIS ONE!" Sandman smacks her away with his glass palm.

"Yang!" Ruby exclaimed, in worry for her sister, but Sonic was able to grab her in time.

"Didn't think the Wisps would make him this powerful." Sonic remarked on the situation.

"Which means we need to use our own Wisps to beat him." Palutena replied.

As the heroes dodge more of Sandman's glass cannon shots, Ruby was lucky enough to come across a Drill Wisp capsule and quickly frees it. "Please! We need your help to beat that monster! Can you lend us a hand?" She kindly asked the yellow alien.

The Drill Wisp nodded to help out the young Huntress, allowing himself to be absorbed into her gun-scythe. Her Crescent Rose quickly changes to a drill-scythe with a shiny yellow color scheme. "Thank you." She thanked the wisp helping her. Using her new power, Ruby lets out a mighty roar as she was able to drill through the giant glass man's body, breaking him into pieces once again.

"Good job, Ruby!" Pit complimented.

"RRRAGH! I'M SICK OF YOU ALL! I'M GOING TO END THIS!" Sandman completely turns himself into sand, turning himself into a humongous sandstorm that can be seen for miles. He swallows up the D-Avengers as they scream for their lives, trapping them on the floating pirate ship inside the rampaging sandstorm.

They hear Sandman laughing at them from all directions of the sandstorm. "Sandy, where are you?" Spidey quipped before they notice his giant face inside the sandstorm. "There you are." Pete quipped.

"IT'S THE END OF THE LINE FOR YOU, AVENGERS! I'LL FINISH YOU!" Sandman starts attacking the ship, shooting large sand pellets to destroy it along with the Avengers for good.

"We need to stop him now before this sandstorm gets out of hand!" Palutena said.

"Use the cannons! Replace the ammo with the soda barrels! It's time to play more pirate!" Spidey advised.

Sonic quickly loads a cannon filled with soda barrels for Yang to operate. "Arrgh! Time to drink up, Whippersnapper!" Yang smirked as she pellets Sandman with the liquid to turn his face into mud.

"Prepare to taste my homing attack!" Sonic grinned with a pirate voice, repeatedly homing attacking the muddy sand face to give Pit some time to charge up his cannon. Once he's done, he releases a large charge shot that seems to have weakened him for Palutena to spray more water from her staff.

"YOU'RE REALLY GETTING ON MY NERVES!" Sandman pummels the three with multiple sand fists from his sandstorm, flinging them back to the pirate ship where Spidey saves them with web nets. "YOU! I'VE _ALWAYS_ HATED YOU!" He growled when facing the spider.

"Is that all you got, Marko? You should go back to therapy." Spidey quipped, making him mad.

"BACK OFF, PUNK! I'M ABOUT TO TASTE VICTORY!"

"You asked for it." Spidey punches through the biscuit floors of the ship to grab a giant licorice pipe holding plenty of soda water. "Take that!" He sprays it all over Sandman's ugly mug.

"NOOOOOOOO….!" Sandman starts to shrink as he feels his powers shrinking. His giant sandstorm grows weaker and weaker before it completely disappeared to the wind. The D-Avengers land safely back on frosty ground while Sandman is back in his humanoid form and falls to the ground unconscious.

"Spider-Man, the device!" Palutena points to the Wisp harness on Sandman's body.

The webhead quickly webs it off his foe's body, twirling it in the air a few times before finally slamming it down into pieces, freeing the Wisps that somehow fit inside the thing.

 **BGM End**

"And there goes that." Spidey said after a splendid victory.

"The Sandman just got beached!" Yang punned, causing everyone but Sonic and Spidey to groan.

"So are we just gonna leave him here?" Ruby wondered what they're gonna do about the Sandman.

"Don't worry." Palutena summoned a jar out of nowhere and with a twirl of her staff, psychically puts the Sandman inside and twist the lid shut to prevent him from escaping. "We'll give him to the police once we're done." She smiled.

"Good thinking, Lady Palutena." Pit complimented.

"Now can you do the same with the sand in my shorts?" Spidey asked.

"Nnnnnope." Palutena grinned.

"Aw man."

After the Sandman and the robot captain were defeated, the purple energy from the generator disappeared as the whole machine turned off. "Is that…a good thing?" Ruby asked.

"Probably." Yang replied, having no idea either.

 **BGM-Sonic Colors OST-Yacker's Plea**

The heroes spotted MJ, Tails, and Yacker run towards them and waves. "Hey, guys. You missed the BBBE." Sonic pointed at them.

"Huh?" Tails and the others spoke up, confused from what Sonic just said.

"Best Boss Beating Ever!" Sonic stated while striking poses with each word. Tails, MJ, and even Palutena simply give him a weird look while everyone else simply chuckles.

"Does that explain why you guys are covered in sand?" MJ asked.

"You can thank Sandman for that." Spidey said while wiping the remaining sand from his arms.

"Sandman was here?" Tails asked.

"And apparently the rest of the Sinister Six." Peter added.

"Oooh. That's bad." MJ remarked.

"What's worse he got powered-up using the Wisps. I'm gonna assume the rest of the Six will be the same, and I CAN'T wait for it." Yang grinned, slamming her fists together in excitement.

"So, has Yacker give you any more information, or limericks, or whatever it is he's spouting?" Sonic asked his best buddy.

"Well first, remember this translation stuff isn't 100%." Tails warned his pals while Yacker imitates his movements, making Ruby, Yang, and Pit giggle.

"Trust us. We remember." Spidey told the fox.

"So anyway, these aliens are made up of a REALLY powerful energy source called Hyper-go-ons. It's inside of them." Tails explained.

"Like a battery?" Palutena asked.

"No. Well, sort of. It's their life source. You guys only got a taste of it and look at what happened." Tails said.

"AND Sandman. Guess "battery" is sort of an understatement, huh?" Spidey asked Tails.

"Yeah. The funny thing: Tails first translated it as "horrible body odor"." MJ smiled. The team began sniffing their armpits to make sure they were stinking as Tails continued explaining.

"Anyway, it seems two evil men and you guys might know them, who they call "Baldy Nosehair" and "Wiggy Squidy" was-." Tails was cut off by the team's sudden laughter over Egg and Ock's new nicknames.

"HAHAHAHA! Wiggy Squidy?!" Spidey laughs so hard he might go unconscious.

"Baldy Nosehair?! Those are the best things that I've heard all day!" Sonic stated. "I gotta remember those."

"I will too! It sounds hilarious!" Yang followed.

"I really need to write that one down!" Pit said while wiping a tear from his eye.

Tails and MJ join in on the chuckles, "I know. We've already written it down. Anyway, they're draining them of their power, ALL of their power, and using it for an evil…aquatic mammal?" Yacker shook his head while Tails realizes that was wrong and quickly fixed it. "An evil dolphin? No, a porpoise! Oh! An "evil purpose"!"

"That's good intel. Keep working on it." Spidey complimented the fox just as Sonic passes by him.

"Hey, where ya goin'?" Tails asked.

"To find Baldy McNosehair, of course." Sonic said.

"Don't forget Wiggy McSquidy!" Spidey swings to him while making everyone laugh with the new nicknames.

"Haha! We're seriously gonna call them those!" Sonic said as he took off with Spidey.

"Hey! Wait for us!" Ruby called out as the rest of the D-Avengers, MJ and Yacker follow them back to the train station, ready to go to the next planet.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Theme of Sonic Colors (Title Ver.)**

 **Spidey: It's your favorite hero Spider-Man reporting! Check out all those ships! It's like the Macy Thanksgiving Parade but in space.**

 **Yang: A good place to go out on another date, huh?**

 **Spidey: In space?**

 **Yang: When's the next time we'll get the chance?**

 **Rouge: You should do it, kid.**

 **Spidey: Let me think about it.**

 **Yang: THINK?! Why I outta…**

 **Next time in D-Avengers: Web Up the Stars:**

 _ **Galactic Parade**_

 **Ruby: We'll be able to breath here, right?**

* * *

 **KFX Here: To answer all the people who keeps asking me, NO. Pit and Ruby are NOT in a relationship. Getting kinda tired shipping characters that'll make one person upset and spark a war in the review page. Can't win them all. Sorry boys and girls. Just appreciate them being good friends. Always remember to check out my Deviant and forum page for more updates on the series.**


	9. Issue 6: Galactic Parade

_Issue 6: Galactic Parade_

 **BGM-Sonic Colors OST-World Map**

With Sweet Mountain fully explored, the heroes take another space train to another area of the interstellar amusement park. As they get there they take some time to relax: Sonic was so kind to lend Palutena his mp3 player so she could listen to some hard-rocking music she surprisingly likes while Yacker assist Tails tinkering with his translator. Pit eats a cheeseburger he bought on the train while MJ and Yang check the map of what attractions to take when they arrive at "Starlight Carnival."

"So Peter, I was wondering?" Ruby interrupts Peter while he was on his phone.

"Hm?"

"Do you still use "Great Weaver Style" and "Spider Style"?" Ruby randomly asked about his old armor Style Changes that he hasn't used in months, since the war against the Green Goblin specifically.

"Not really. Black Ace and Red Joker are like "evolved" versions of those styles." Pete answered, explaining how the Totem Changes "(Shin) Black Ace" and "(Shin) Red Joker" are simple upgrades to those style changes.

"But you can still use those forms, right?"

"I think so. I just prefer the Totem Changes. They're much cooler."

"Totally." Ruby smiled.

' _Next stop, the Starlight Carnival,'_ The Eggman PA started talking, _'The sheer scale of our illuminated space fleet is sure to make you feel small and insignificant by comparison.'_

"A space fleet. That sounds like a good place for a hideout." Spidey said, thinking that's where the evil doctors could be hiding.

 **BGM End**

* * *

 **Starlight Carnival**

 **BGM-Sonic Colors OST-Area: Starlight Carnival**

The team walks out the space train after it stopped at the station inside a spaceship. When they walked out to get a good view of the area, they are absolutely stunned of what they've witnessed, "Whoa…" Everyone is in awe as of the huge number of spaceships floating in space, with colorful neon lights and decorative neon boards with fireworks and laser beams illuminating the dark night. Many lighted statues of the starry nights' star constellations are also here, like the Archer (Sagittarius), the Bull (Taurus), the Lion (Leo), and the Whale (Cetus).

"AMAZING! Look at all the lights and colors!" Ruby exclaimed of Starlight Carnival's beauty.

"Are we seriously in space?! Look at all those ships! There's so many of them!" Pit exclaimed of the colorful fleet in space.

"Instead of a planet, the doctors occupied this corner of space, turned it into some…galactic parade! I have to admit. For an evil amusement park, this is absolutely stunning." Palutena commented on the beauty of this starlight zone.

"I'm still surprised we can breathe here. I mean, Sonic and Tails can breathe in space because…I dunno." Spidey commented on how they're able to breath in space, presumably because of some invisible oxygen dome surrounding the carnival.

"Like Palutena said, it wouldn't be a good business practice if all the guests died from lack of oxygen." Tails said.

"Noted."

"Which ride should we try first?" MJ asked.

"Ooo! How 'bout that one? Or maybe that one? Oh! Let's try out this "Road of Light". That sounds fun." Yang pointed to a sign written "Road of Light", saying it'll produce an energy road the moment you set foot on it to explore the space-filled carnival.

"Girls. As much as I would LOVE to play around in the vastness of space, we have more important matters to deal with." Spidey said, wanting to focus more finding the evil doctors and stopping their plans, whatever it is.

"C'mon. Can't you relax for _once_ in your life?" Yang asked her superhero boyfriend.

"Not when some of my worst enemies are out there, enslaving planets and capturing aliens."

"Pete's right. The docs must be planning something BIG if they hired Silver Sable and brought back the Sinister Six." Sonic agreed with Spidey.

"Okay. Well, do we know who's in the Sinister Six?" Ruby asked.

"The line-up changes with every new edition, and I have a _pretty_ big rouges gallery. Who KNOWS whose part of this new Sinister Six?" Spidey replied.

"We know Ock is _undoubtedly_ part of it and we've already beaten Sandman. That just leaves four more unaccounted for. And if they're also using those Hyper-go-on harnesses enhancing their power, we need to be extra cautious." Tails said.

"So where do you propose we start looking?" Palutena asked their spider leader.

"That generator we shut down from Sweet Mountain seemed pretty important if Sandman was guarding it. There's probably another one in this area." Spidey deduced, thinking those generators are vital in the docs' plans.

"Maybe we should split up." Pit proposed.

"Great idea! I'll go with Spidey!" Yang immediately grabs a confused Spidey's hand as she talked.

"Huh?!" Peter responded.

"I'm gonna teach you to have some fun, Wolf. It'll be another date." Yang grinned.

"Right now?" Pete sweatdrops.

"Is that a problem?" Yang glared at him, scaring his soul.

"NO! No! No no no no! You're not giving me much of a choice here." Spidey sighed.

"Then it's settle. We'll go that a-way! Bye guys!" Yang happily waved good-bye to her friends while dragging Spidey.

"Please be careful with my hand. I need it to cook." Peter quipped.

"Good luck, guys!" Ruby happily waved at the cute couple.

"Hahaha! With all your powers, you still can't handle women, can you?" Sonic teased his spider friend.

"Like you're one to talk!" Spidey retorted before he swings off with Yang to a nearby spaceship.

Mary Jane silently watches Spidey swinging with his new girlfriend, who looks a little happy despite being sort of forced into a date. Sonic notices her silent demeanor, knowing that as Peter's ex-girlfriend, she must feel a little jealous that's not her swinging with him. The hedgehog thinks to himself for a bit, glancing at the "Road of Light" sign beside him. He smiles and before you know it, he swipes MJ off her feet and carries her.

"Sonic! What are you doing?!" MJ asked him, confused of his antics.

"Nothing special." Sonic grinned before dashing off to the Road of Light as it materializes a purple translucent path and it followed them while he runs.

"What's Sonic doing?" Pit asked as it's just him, Tails, Palutena, and Ruby by their lonesome.

"Not entirely sure. Guess it's just us." Tails responded.

"Of course, _you_ two can go out and have some fun, by yourselves." Palutena teased Pit and Ruby, making both teens blush.

"No no no no! We're just friends! Nothing much!" Pit frantically shakes his head.

"Y-Yeah! We're not really interested in a relationship!" Ruby retorted while still blushing.

"Awww. That's a shame. The shippers must be pretty sad now." Palutena joked.

"I feel there's been enough shipping. Any more would be overdoing it and would likely make someone angry." Pit said.

Tails chuckled, "True dat. Let's start searching the area for any clues."

 **BGM End**

 **BGM-Sonic Colors OST-Yacker's Plea**

' _If you experience explosive decompression, please try to avoid staining the seat cushions. Those things are expensive!'_ The Eggman PA spoke up while Ruby's team of heroes explore the top of a neon spaceship with the constellation statues.

"Whoa, it's like a sparkle-city." Ruby commented, in awe of her neon-lit environment.

"It's like a whole bunch of jewels shining!" Tails commented.

"Just my sort of place." A mysterious but familiar sounding person was heard.

"Who said that?" Pit asked as he never heard that voice before, but Tails and Ruby certainly do when they spotted the bat girl floating down in front of them.

"Hello boys and girls."

"It's Rouge!" Ruby exclaimed.

"Who's she?" Palutena asked.

"She's part of the Secret Avengers. She's an expert spy for the government and a thief." Ruby explained.

"A thief? That doesn't sound very _hero-y_." Pit remarked.

"What are you doing here?" Tails asked the bat thief.

"I'm here on a job, cutie. Someone wanted me to check out this place out." Rouge answered.

"And who might that be?" Palutena asked.

"As a fellow lady, you should know I'd never tell. Plus, it's client privilege. But enough shop talk. You up for a game?" Rouge asked.

"What kind of game?" Pit asked.

"Nothing special. Just a little ring race around the area. The one who collects the most rings win." Rouge explained.

"Is that all? We played this game before. You're on." Pit accepted, remembering his team's previous victory over Cubot's similar challenge.

"Hope those wings aren't for show." Rouge sassily taunted, flying up into the air and zooms out to collect some rings.

"Oh wow she's fast." Pit replied, thinking Rouge may be faster than him when it comes to flying.

"Not as fast as me. Let's catch up!" Ruby said.

 **BGM End**

 **BGM-Sonic Colors OST-Starlight Carnival (Act 1)**

Ruby's team split off around the big spaceship to collect more rings faster, and while they did collect a good amount, it wasn't enough however. There were ring balloons capsules floating high in the sky containing large amounts of rings. Rouge flies through every balloon she sees, earning herself a cash cow of rings and taunts the heroes with her smirk.

Pit growled from her taunting and decided to fly up to grab those ring balloons himself. "Ooh. Guess you really can fly. Must be wearing those training wings." Rouge taunted the angel.

Pit growls again from her taunting, "I'll show you who rules the skies!" He takes out his bow and shoots five balloons to earn 50 rings at once, giving the team total of 156, but Rouge was still ahead with a total of 178. During the ring race, the heroes and Rouge are suddenly attacked by Eggman's robots and Sable agents.

"More Sable agents!" Ruby shouted, striking a Sable goon with her scythe.

"The mercenaries that work for Sable International? Had no idea they were here of all places." Rouge said as she kicks a Sable agent before drilling through their Egg Pawn partners.

Pit quickly morphs his bow into a giant club, swinging the large thing to smack around a few baddies in a single stroke. While he does, he managed to free a blue cube-looking Wisp from its capsule. "Are you some sort of "Cube Wisp"?" He asked the blue alien.

The cute little alien nodded before he flies into his club, instantly transforming it to a hammer that slightly resembles the Cube Wisp. "I guess I'll call this the "Cube Wisp Club" or "Cube Wisp Hammer". Eh, doesn't matter." With a mighty slam that releases a powerful shockwave, Pit destroys a group of Egg Pawns while trapping the other robots in blue cubes. Then with another slam, he destroys those trapped robots and turns them into blue rings, which counts as a 100 golden rings he immediately collects.

"So cool, Pit! What else can it do?" Ruby asked from the side, excited to see what else the Cube Wisp Club can do.

"Let's see." Pit turns to the Sable agents and uses his alien-enhanced club to shoot translucent cube projectiles, trapping the Sable agents in their own prison. "Awesome!" He gives out the peace-sign, smiling that not only they beaten the Sable agents and robots, thanks to the Blue Wisp and its ability to turn objects into rings, the heroes won the race with a total of 569 rings while Rouge barely had 456.

 **BGM End**

 **BGM-Sonic Colors OST-Yacker's Plea**

"Nice job, Pit. Thanks to you we won the race." Palutena smiled.

"Hehe. Happy to be of service." Pit smiled while wiping under his nose.

"Not half-bad, kid. Didn't expect you all to find so many rings on this one big ship." Rouge complimented them. "Now let's see how you take care of the doctors with Sonic and his bug friend. Where are they, anyway?"

"Spidey's on a date with Yang and Sonic's hanging out with MJ." Ruby explained.

"Who's MJ?" Rouge asked.

"Just a friend of ours." Ruby replied.

"I see. They sound like they're having fun." Rouge grinned.

"And what will you be doing?" Tails asked the thieving bat.

"Hee hee, that's another secret, kiddo. Anyway, do your worst, boys and girls!" Rouge said as she flies away.

"She is very shady…" Palutena grinned while sweatdropping.

 **BGM End**

* * *

 **With Sonic and MJ…**

' _Please refrain from peeling off the special space-age polymer holding the starship together; it may look and feel like duct tape, but it's not, it's called... er... space tape! Very advanced stuff. Thank you.'_ The Eggman PA spoke, all while Sonic and MJ are running on the energy path while avoiding two Aero-Chasers that are trying to shoot them. MJ is scared, closing her eyes hoping she won't get blasted while tightening her grip on Sonic's body. The hedgehog continues side-stepping from the Chasers' lasers until they were dumb enough to not fly away when they collided with a spaceship destroying them.

"You can open your eyes, MJ." Sonic said.

"Oh thank god-AH!" MJ shrieked as a grinning Sonic jumps off the path to homing attack the floating white objects so they won't fall. They quickly land on another energy path that leads to a disco-like area inside a ship, where MJ can finally relax without having to worry about dying.

 **BGM-Sonic Colors OST-Yacker's Plea**

"Woohoo! That was fun! You had fun?" Sonic excitedly asked his redheaded human friend.

Mary Jane lets out the biggest sigh she ever had before answering, "…Yeah. Oh yeah. Best fun I had my whole life. Whew!"

"Glad to be of service," Sonic winked. "You should feel better now."

"Better? What are you talking about?" MJ asked him as they walk inside the ship.

"I mean, you're Peter's ex, and he's with Yang now, uh..." Sonic said, rubbing his head.

MJ blinks for a few seconds before finally realizing what he's talking about. "Ooooooh. You think I was jealous?" She smirked.

"I mean, it kinda looked like." Sonic replied.

"Maybe at first, but that was MONTHS ago. I'm happy for them." MJ said.

Sonic was surprised to hear that Mary Jane doesn't have any problems with Peter in a relationship with Yang. "Really? You're okay with them being a thing?" He asked.

"Yeah," MJ smiled. "It might suck I'm no longer the girlfriend of a superhero, but I'm still his friend, and I'm BEST friends with Yang. The two of us are tight. And if Peter's happy with her, then that's all that matters. He deserves a good girl." She said, no way in any shape or form was ever jealous of Peter and Yang's relationship.

"Wow, MJ. That's pretty kind of you." Sonic said, stunned of MJ's kind-hearted and responsive personality to Peter's relationships that doesn't involve her.

"Don't mention it. Now if he was with Felicia Hardy, THEN there would be problems, but Yang? She's practically my Remnant counterpart." MJ said.

"Wouldn't Pyrrha make more sense?" Sonic asked.

"What? Because we both have red hair?" MJ smirked at him.

"Uhhh…"

MJ chuckles, "It's fine. That means I have TWO counterparts from Remnant." She joked.

"Haha. I don't think that's how it works." Sonic chuckled.

"And thanks Sonic, for looking out for me." MJ smiled, knowing the blue hedgehog just wanted her to be happy.

"No problem. What are friends for?" Sonic smiled, giving her a thumbs-up.

"HRRRRAAAAAAGH!" A loud roar was heard from the distance.

"What was that?" MJ asked.

"Wait, that sounds like…" Sonic knew that sound before and went off with MJ to check it out. In another area of the ship, the knucklehead shape-bots were interacting with another knucklehead, this one colored red and looks to be an echidna.

"How's THAT? You give up?!" Knuckles asked after punching Orbot.

" **Eek, you brute! I can't believe you hit me!"** Orbot exclaimed.

" **Didn't your mother ever teach you that violence doesn't solve anything?"** Cubot asked the red echidna.

"Quit your whining! You two cheated me for the last time!" Knuckles shouted, going for another punch as Sonic and MJ arrived to see what he's doing.

"Same as ever." Sonic grinned.

"Huh? Sonic! MJ?" Knuckles remarked on their sudden appearance.

"Hey Knuckles." MJ waved at her knucklehead friend.

" **Oh, hello there, guys!"** Cubot waved as if they're his friends.

" **Can the pleasantries and run, you idiot!"** Orbot said cried as the shape-bots ran off.

"Rgh, they got away." Knuckles growled.

"Why are you here, Knuckles?" MJ asked.

"O-Oh, uh…No reason! Just…Out for a stroll!" Knuckles answered.

"Uh-huh." MJ glared while putting a hand on her hip.

"Right. So Eggman didn't trick you into another of his traps, then." Sonic said.

"Sh-Shut up!" Knuckles shouted. "Hey, I'll, uh…Race you through that ride!" He pointed to two neo-lit vehicles on a racing track. "C'mon, are you chicken?!"

"I'll do it." MJ smirked as she steps forward to accept Knuckles's challenge.

"Wait! You sure, MJ? It could be dangerous." Sonic warned her.

"It's just a race," MJ turns to Knuckles, "One lap around the track?"

"You're on!" Knuckles smirked.

Sonic sighs, "Okay. Just be careful."

Mary Jane and Knuckles hop onto their respective neon-colored vehicles (that surprisingly match their color schemes). "Prepare to eat my dust, girly!" Knuckles said, readying his neon-lit car.

"Hope you're familiar with the controls, knucklehead!" MJ taunted him with a devious smirk.

"OOOOOOOOH!" Sonic hollered from above a balcony, finding MJ's insulted hilarious.

"SHUT UP!" Knuckles shouted. The starter light on top of the two racers was red as they started their engines, then dropped down red again, then yellow, and lastly green, which they immediately took off.

 **BGM-Sonic Colors OST-Starlight Carnival (Act 2)**

' _Attention, the anti-gravity toilets on this level are out of order. We are sorry for this inconvenience and hope you can hold it for another 20,000 light years.'_ The Eggman PA announced during the start of the race.

"Oh wow…This is incredible!" MJ exclaimed as she rides down the road of light around Starlight Carnival. While she was busy admiring the sights, Knuckles took the opportunity to pass her.

"What's the matter, red! Daydreaming?!" The echidna taunted.

"Yeah, about my victory!" MJ smirked as she accelerates faster. The two bump karts so the other could gain the lead. During a sharp turn, MJ was able to boost pass Knuckles and gain the lead. "Are you even trying?!" She taunted.

"Don't wanna be too rough on ya!" Knuckles retorted, not wanting to seriously hurt her since she doesn't have any powers to really save herself, besides her repulsor gauntlets.

"That's gonna cost ya!" She smirked. While they race, two more of those flying Aero-Chasers robots confronts them, dropping off a few Octobots in an effort to halt the racers. "More robots!" MJ exclaimed.

"We got this!" Knuckles rams his vehicle through the Octobots, crushing them with his wheels.

MJ was able to side-step her kart to dodge one of the Chasers' lasers. "Not good enough!" She said. The brave redhead equips her gauntlets and shoots a beam, blasting one out of the sky. The other flier tries to blast her but she protected herself with an energy shield form from her repulsors. _'I am so glad I have this.'_ She thought to herself. MJ was able to reflect the blast back at the badnik, causing it to drop down directly on her path. "Uh-oh…" MJ said, looking worried. As the robot hits the floor and explodes, it causes MJ's vehicle to spin out of control. "Whoa whoa whoa whoa!" She exclaimed while trying to regain balance, unknowingly smashing through a wisp capsule that was set on the track, freeing a green-colored alien that resembles a spaceship with an eye.

"Mary Jane! Hold on, I'm coming!" Knuckles accelerates his vehicle to save MJ as she approaches another sharp turn above the bottomless space. Unfortunately, despite pushing his ride to its limit, MJ has already fallen off the path just seconds before he reached her. "NO!"

MJ screams for her life as she falls down in space. Then, the green alien she just saved darts to her rescue, fusing with her car to give it a nice green pain and hover wings. MJ quickly notices this and immediately flies her car back above the track next to Knuckles.

"Mary Jane, are you alright?" Knuckles asked her.

"I'm fine, thanks to this "Hover Wisp"." She replied while revving up her flying car. "C'mon. We ain't done yet!" She flies off, leaving Knuckles to eat her dust.

"Hey! That ain't fair!" Knuckles growled as he accelerates to catch up.

As they continue riding the road with more robots to crush, the Hyper-go-on energy of MJ's car runs out, turning it back to a normal car as the green wisp flies out of it. "It was fun while it lasted. Thanks for the save." MJ smiled at the alien before it flies away. The two are so evenly matched as they approach the finish line, with neither racer letting up on the gas.

"You can't beat me! I'm taking this win!" Knuckles smirked.

MJ has to think fast if she ever wanted to beat her rival. Eventually, she thought a devious idea. "Hey, is that Eggman with the Master Emerald?" MJ turned her head to the left.

"WHAT?!" Knuckles turned around to see no emerald or egg. It only took a few seconds until he found out it was a distraction for MJ to take the lead and reach the finish line before him. "OH COME ON!"

 **BGM End**

 **BGM-Sonic Colors OST-Yacker's Plea**

"YES! I WIN!" MJ cried victorious.

"Awesome, MJ! You rocked!" Sonic cheered for her.

"Haha! Thanks." MJ smiled.

"You cheated! I demand a rematch!" Knuckles growled.

"I'm a nice girl, Knux. I don't want to embarrass you again." MJ gave him a sly smile, angering him while making Sonic laugh.

"Maybe you are Yang's counterpart." Sonic smiled.

"Minus the Hulk-like strength and blond hair, yeah, I like to think so." MJ grinned. She then feels someone tapping the back of her shoulder and turns around to see a nicely-dressed Egg Pawn handing her the prize for winning the race: a box that contains the purple chaos emerald. "A Chaos Emerald?! Why the heck is it giving it to me instead of its masters?" She exclaimed.

"Don't question it. All of Eggman's robots are dumb." Knuckles said.

"Almost like you?" MJ smirked.

"Watch it!"

"What else would explain you getting tricked here?" MJ asked.

"He didn't trick me, okay?!" Knuckles exclaimed.

"Yeah, but how did he do it?" Sonic asked.

"HE DIDN'T!"

"All right, all right, yeesh. Don't get mad." Sonic replied while MJ laughs from their argument.

"You guys are pretty funny together." MJ smiled.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Theme of Sonic Colors (Title Ver.)**

 **Spidey: It's your favorite hero Spider-Man reporting. It's another one of those generators. What are they used for?**

 **Otto: Want to take a guess, Spider?**

 **Spidey: Uh, docs. What do you have?**

 **Eggman: Want to find out? Let's show you!**

 **MJ: Spider-Man! Watch out!**

 **Spider-Man: MJ!**

 **Next time in D-Avengers: Web Up the Stars:**

 _ **Electric Carnival**_

 **Sonic: If it isn't the electric man. Forgot to where pants again?**

* * *

 **KFX Here: We got another boss fight next chapter. I'm sure I gave you enough hints who it is. Remember to check out my Deviantart and visit my forum page in case of any updates to the story.**


	10. Issue 7: Electric Carnival

_Issue 7: Electric Carnival_

 **BGM-Sons of Angels (Crush 40) OST-Rush into The Crazy World**

"WOOOOOOOHOHOOOOOO!" Yang exclaimed as loud as she could, holding onto Spider-Man's back as tightly as possible while the daredevilish web-slinger swings through the neon fleet of Starlight Carnival per her request. The crazy wind that's somehow in space radically hits their faces through the air. The amazing webhead swings from spaceship to spaceship superfast to amuse his adventure-loving girlfriend. He jumps off to run on the side of a spaceship before immediately leaping to the energy light road, running along that and then jumps back into the air.

"OH YEAH!" Spidey shouted. He swings pass the Moto Bug badniks that are shooting at him from the road, then repeatedly jump strikes the Buzzer badniks without a care in the world. He latches onto a Buzzer and uses it to fly. "Is this taken?" He quipped. He directs the robot to crash at the base of Archer statue, leaping away from its explosion so he could run to the top of the statue, zipping onto the large bow and grabs ahold of the bow. "Just made it!" He starts spinning over the arrow, gaining incredible speed that almost made Yang sick, but not enough to dwell her excitement as he launches themselves out to the air, gaining a lovely colorful view of the whole carnival fleet before they landed on top of a spaceship.

 **BGM End**

"Ahaha…Oh man…that was a blast…" Yang said, a little dizzy from the thrilling web-swinging. She almost falls off the spaceship if Spidey didn't grab her in time.

"Easy, goldilocks. You alright?" Spidey asked.

"When you're around." She flirted with him.

"What can I say: I stick to what I like." Spidey flirted back, making her chuckle.

 **BGM-Sonic Colors OST-Area: Starlight Carnival**

' _Attention ladies and gentlemen, please make your way to the main viewing area where the Light Speed Electrical Parade is about to begi... oh and that concludes our Light Speed Electrical Parade.'_ The two lovebirds ignore the PA as they walk over to buy two red-and-blue cotton candy from the nearest vendor. They each take a bite while as they continue their date in Starlight Carnival. "Mmm. I love this stuff." Yang said while taking another bite from her fluffy snack. "Hey. Have you ever tried mixing your webbing with cotton candy?" She randomly asked Peter.

"Eh, one time. I still feel the stickiness in my room." Peter replied.

"Sounds like it was a "websaster"." Yang punned.

" _Cottongeddon_ is the more appropriate term." Peter punned also, making the two laugh over how terrible their puns are.

"You look pretty happy." Yang smiled, haven't seen Peter this happy in a long while.

"I am? Well, after that joyride in space, I feel like gravity lifted its weight off me. Just hope the others are okay." Spidey said, a bit concerned of the others.

"I'm sure they're _fine_. They can handle themselves. _Unless_ you're talking about MJ." Yang replied.

"What?! I mean, yeah, sort of. I'm just…worried about her. This place is dangerous. It's kinda of the reason we broke up in the first place, and yet here we are, hanging out inside a space fleet as part of a secret amusement park to kidnap aliens for world domination. You're not like…jealous or something?" Peter asked his current girlfriend.

"What?! No! You're worried about your friend who was your ex. That's natural. I'm the same thing with Ruby. I know she can hold her own, but I worry about her ALL THE TIME if I'm not around to protect her. It's my own "big sister senses", get it?" Yang joked.

Spidey chuckled, "Yeah, yeah. You're lucky I won't sue you for that."

"Like you could afford a lawyer." She smirked as she comforts Peter's shoulder. "I'm sure MJ's fine. What she lacks in powers she makes up with a strong spirit. She can hold her own. So stop acting so overprotective."

"I _could_ …" Peter smirked, saying Yang is really the same with Ruby, something she confirmed herself a few seconds ago.

"Quiet." Yang glared at him but it just makes him laugh. The webhead then senses afar with his Spider-Sense and turns to that direction. "What? Are we under attack?" Yang asked, prepping her gauntlets ready.

"No. I'm sensing some friends." Peter told her.

"Wait. Your spider-sense can pick up friends? Since when?" Yang asked.

"Since I bonded with Ero, remember?" Peter replied.

"Oh yeah." Yang stares at the direction Pete's facing, touching her high-tech ski mask to enhance her vision to get a closer look to see Knuckles and Rouge. "It's Knuckles and Rouge. I didn't know they were here." She said, wondering what they are talking about from so far away.

"Mmm, I didn't know you were here, Knuckles." Rouge said to the echidna.

"Ugh, the bat. You're not after the Master Emerald again, are you?" Knuckles growled.

"Hmm, anything's possible." Rouge slyly grinned.

"Well you're not getting it while I'm around!" Knuckles replied.

"Argh! Does this mask have enhanced hearing? I'm having trouble hearing them." Yang growled as the two are far away to clearly hear what Knuckles and Rouge are arguing about.

Spidey sighs, "Guess we should go break them up." Before they could move, however, they are confronted by Orbot and Cubot again.

" **Yo! Sonic's friends!"** Cubot said.

"You junk heaps again?!" Yang growled. "How did your spider-sense not sense them coming?"

"Because they are THAT insignificant." Spidey answered, saying his spider-sense doesn't register the shape-bots as real threats. Even a common thug is more of a threat than these two junk bots.

" **That hurt. Just wait for what we have in store for you. Oh guards."** Orbot calls out to some dangerous backup that actually does trigger Peter's spider-sense. From the air, a couple dozen Sable agents drop them, surrounding the hero couple. And what's worse, Silver Sable herself dropped down to say hello to her old "comrades".

"Sable!" Spidey responded. Sable doesn't say a thing, just simply whips out her dual pistols on Spidey and Yang. "Do you really need "two" of those?" Spidey attempts to web up her guns but it allowed Sable to reel him in for a brutal spin kick that knocked him to the floor.

"Hey!" Yang growled, running up to punch the silver mercenary, only to hit her staff instead. Sable quickly knee her in the jaw before also sending her flying with a kick to the chest. As Yang regains her balance, she notices a spider-shaped mine Sable somehow attached to her chest without knowing. And in just a second, the mine exploded, knocking Yang across the floor. "Ow! What was that…" She groggily asked as she slowly gets up.

"That was my "Spider Mine." I have more that want to "touch" you." Sable drops down a handful of small spider-mines with legs.

"Ergh. I don't suppose you meant "Spider-MIMES", because I thought you said "MINES". THOSE sound kinda dangerous." Spidey quipped, holding onto his stomach while getting off the floor.

 **BGM End**

 **BGM-Ultimate Spider-Man OST-Spider Man Hero**

Sable commands her agents to shoot at Spider-Man with all they got. The leaping webhead avoids their shots with ease, kicking an agent in the process. "Just remember: You can surrender at any time." He quipped, quickly webbing up a few spider-mines to throw at a batch of Sable goons. He was thrown off-guard by Sable, who smacked him to the ground with her staff. As he attempts to fight back, Yang comes out of nowhere and punches her away.

"She's mine! I've been meaning to have a crack at her." Yang said.

"Fine. Just don't underestimate her. And TRY not to get so angry." Spidey advised her, knowing how powerful and reckless she can be when her temper reaches its peak.

"I know that!" Yang retorted, releasing another punch Sable again blocked with her staff in time. She blocked an incoming staff swing with her gauntlets, putting them in front of her face for the explosive ISO-Dust bullets to send her flying. Sable calmly used her staff on the ground to stop her sliding and stood back up like it was nothing. Yang repeatedly shots at the skilled mercenary from a distance, watching her perform multiple flips to avoid her shots. Sable leaped to the air and dropkicked Yang, almost making her fall. The blond Huntress decided it was time to use her gauntlet's energy tonfas to clash with Sable's ridiculous staff-wielding swings.

"You're too young to fight me, girl." Sable taunted.

"I'm old enough to see your age, old lady." Yang quipped, irking Sable. Sable quickly found an opening during the clash and swung her staff on Yang's side ribs, keeping her stunned for a chance to vault over her to smack her back to the ground.

"Stand down!" She pointed her gun on the down Power Woman.

"Get a haircut and we'll talk!" Yang back-kicks her gun out of her hand, quickly hopping back on her feet to punch Sable away. The silver-haired mercenary wipes the small blood from her mouth before whipping out a large cannon from her back. _'Where did she kept that?'_ Yang thought. Sable fires an electric missile at Yang, hurting her while netting her in electricity that puts her down.

"What's the matter? Didn't grow stronger from that attack?" Sable taunted, aware of Yang's Semblance to grow stronger from every attack she absorbs.

' _Wow she's good.'_ Yang did however, still possess enough strength to hit the ground, using her gauntlets to unleash a powerful explosion while she was still in the middle of it. While the explosion did sting, it was enough for Power Woman to break free from her electric shackles, and to return the favor with a powerful punch on Sable.

Meanwhile, "Keep the pressure on him! Don't give him an opening," the Sable agents are still having no luck putting the pressure on Spider-Man. The hero easily swerves through their bullets and webs up their gun, then kicks them before spraying the nearby goons with electric webbing.

"Ahh. I love it when the goons sound nervous." Spidey sweeps kicks a big brute, quickly bouncing off his body to hand him a web bomb that explodes on him, keeping him webbed up for a swing kick. "Hello…" Spidey spots a Cube Wisp in its capsule nearby. He immediately frees it, and as thanks for saving it, he allows Spidey to absorb him. This blue wisp grants Peter a neon blue color scheme and enhances his webbing, allowing him to instantly shoot out a giant blue cube made of webbing. He webs up the web cube to spin around repeatedly, smacking the other goons with the heavy object before throwing it at a brute. He creates another one and spectacularly spins in the air to slam it down like a hammer, which unleashes a huge shockwave that traps the remaining Sable agents in cubes. "Cubic." He quipped.

Nearby, Yang was able to uppercut Sable into the air. "How do you like that?!" She taunted. The irritated mercenary drops down and unloads a full clip of her machine gun at Yang. The blond Huntress flinched in shock before quickly forming an energy shield from her gauntlets to protect herself. The bullets hit hard and fast, with Yang can't holding on much longer. Thankfully, a Hover Wisp was flying around until it spotted Yang in need of assistance. It flies inside her gauntlets without her knowing, giving it a neon green color. Her energy shield also turns green, which finally got Yang's attention. "Huh? WHOA!" She's suddenly thrusted into the air and hovers above Sable. Sable unloads another clip, but this time Yang was ready for her. Using her hover wisp-enhanced gauntlets, she swiftly avoids her bullets before landing in front of the silver fighter with a smirk. "Bye-bye! It's been a BLAST!" She punned as she actually releases a powerful shockwave blast of green air from her enhanced fists, knocking Sable away in defeat.

Sable growls at Yang, wanting to continue the fight, but Orbot approaches her with an important message. "What?!" She angrily asked the orb-shaped bot.

" **The doctors have another assignment for you. They want you and your team to capture that giant alien over at Planet Wisp immediately."** Orbot whispered.

"Hmph. Fine." Silver Sable stands up to confront Yang and Spider-Man. "I'm afraid we'll have to cut this short."

"Good thinking. It looked like you were on your last silver legs." Yang quipped.

"Keep joking, kid. See ya." Sable activates her jetpack and flies off into space, with Orbot and Cubot leaving the premise as well.

"What a great way to end a date." Spidey joked.

"I know! She was REALLY good. Would love to fight her again." Yang slammed her fists in excitement. "Anyway, let's go check on the knucklehead."

 **BGM End**

 **BGM-Sonic Colors OST-Yacker's Plea**

Spider-Man and Power Woman hurried over to stop the arguing between Knuckles and Rouge, who somehow didn't notice the big brawl they had with Silver Sable. "Yo, Knux, chill out." Spidey said, getting him to notice him and Yang.

"So you two are here as well?" Knuckles grunted.

"Sounds like you met the others." Yang replied. "Do you need advice how to ask Rouge out on a date? We'll be happy to help." She quipped.

"Stay out of it! This is Rouge here. She's gotta be up to no good." Knuckles replied.

"That's not very nice." Rouge pouted. "I guess being tricked into coming here would make you an expert in deceit."

"You got tricked AGAIN? How many times is that now?" Spidey sweatdropped.

"I wasn't tricked, okay?! I came here on my own!" Knuckles protested.

"Hm hm…I guess it would appear that way…" Rouge giggled.

"You trying to say something?" Knuckles growled.

"Are you saying you didn't come here because of one of Eggman's letters?" Rouge asked.

"Grr…"

"Well, if you must know, I was the one who wrote that letter. Satisfied? Later, kiddies." Rouge flies away, leaving the three of them.

"Grr…" Knuckles growled, internally angry he was tricked by not Eggman, but Rouge, which is even worse.

"Guess that means it was Rouge who tricked Knuckles." Spidey said.

"Aw. Poor guy. You really need to spend time off the island if you ever HOPE to understand women, especially the thieving kind." Yang teased, making her fellow brawler sigh. "Hey. Don't let it get you down though. At least you can still say it wasn't Eggman or Doc Ock, right?

"Uh, Yang, I don't think that'll make him feel much better." Spidey sweatdropped.

 **BGM End**

* * *

"SONIC! MJ!" Tails captured the attention of Sonic and MJ with his shouting, as the two approached another generator until they were found by Tails, Ruby, Pit, and Palutena.

"Hey guys." Sonic waved at his friends.

"Thank goodness. We were looking all over for you. Where's Spidey and Yang? Are they not here yet?" Ruby asked the two.

"Nope. It makes sense. This park is HUGE." Sonic replied as they all walked towards the generator holding the entire carnival.

"Yeah. Eggman and Ock could be anywhere." MJ said.

Unware to the heroes, Eggman and Ock are hiding behind the generator. Eggy chuckles, "Indeed we could, but we're right here behind this generator!" Eggman said, piloting his Egg Mobile which has been equipped with two tanks holding a glowing purple substance inside.

"It doesn't look like Spider-Man is with them. Good. His infernal "Spider-Senses" would've given away our position. Still, I must express my disappointment I won't be able to try out my new weapon on him." Ock chuckled, as he's also equipped with a giant purple tank on his, holding a laser gun powered by the mysterious substance with his normal arms while two of his tentacles have their own lasers.

"We still have other worthy targets to try it out on." Eggman grinned. "That's it hedgehog, stand there and be a _nice_ little target." Both he and Ock push a button, activating their respective laser guns as they get into position.

"…Are one of you guys humming, or clanking?" Sonic asked his friends. Everyone but Tails looked away from the generator when the young fox spotted Eggman coming to them with a purple laser targeted on Sonic. Eggman smirked as he fired the laser at the blue hedgehog.

 **BGM-Sonic Colors OST-Hyper-go-on Surge**

"Sonic, look out!" Tails quickly shoves Sonic out of the way, taking the hit for him. "AHHH!"

"TAILS!" Everyone shouted.

"He won't be the only one!" Ock sprang behind the generator, quickly firing his lasers at Ruby, Palutena, and even Mary Jane as she also took a hit for Sonic.

"NO!" Sonic screamed.

"LADY PALUTENA!" Pit yelled.

"Hahaha! Not even a _god_ could escape our power!" Otto smirked after blasting Palutena.

"MARY JANE!"

Everyone spots Spider-Man and Yang, who have just arrived a little too late to see four of their friends have been captured by the evil doctors. "RUBY!" Yang screamed as her sister and her friends collapse to the ground, while the lasers are still attached to them.

"Ah! Spider-Man! I was wondering when you'd show." Otto evilishly grinned at his sworn nemesis.

In a blink of an eye, Spider-Man's lenses glow a menacing red-and-blue (signifying he's using The Other's aura and the Great Weaver's aura simultaneously) while Yang turns intensely red. "OCTAVIUS! EGGMAN!" Spidey roared in anger.

The remaining heroes charged to the doctors but was shockingly stopped by their friends who are up and blocking them from the evil scientists. Their eyes are blank, almost like they're being controlled. "Guys, what are you doing?" Spidey asked them.

"Tails? Buddy?" Sonic asked his friend, waving his hand in front of him but he said nothing.

"Hoo ho ho! They're OUR buddies now." Eggman laughed.

"You monsters! What have you done to our friends?!" Pit demanded an answer.

"Us? We did nothing at _all_. Unless shooting them with our mind control beam that runs on alien energy counts as doing something to them. Does it?" Eggman smirked while sharpening his mustache. Yang growled in anger, as all she could think about is the meeting of her fist with the docs' face. She tries to attack Ock first, but her sister won't let her pass.

"Ruby, please! You have to snap out of it! You're being controlled!" Yang shouted to her.

Pit tries to fly over to Otto but Palutena meets him in the air and smacks him back down. "C'mon, Lady Palutena! I don't want to fight you _again_!" Pit said.

Sonic tries to pass through to get to Eggman but somehow Tails was surprisingly fast enough to block him at all stops, annoying the speedster. Spidey tries to web zip to punch Ock in the face, but the tentacled doctor grabs MJ with an available tentacle to block him, leaving the webhead distracted and lose his balance because he doesn't want to hurt his friend. This gave Ock the chance to smack Peter to the ground with his other tentacle.

"To get to us you're going to have to go through your friends. Ahahaha! This turned out MUCH better than we could have hoped, and we only used a small prototype." Otto laughed.

"This is a new low, Octavius!" Spidey growled.

"You two better enjoy it while you can." Sonic growled while still being blocked by his best friend.

"Oh, we will. In fact, the only way to make this better would have you guys fight." Eggman smirked while doing boxing moves.

"Or better yet. Spill the beans of Spider-Man's secret identity. I'll ask the redhead girl. You seem very fond of this one, eh?" Otto smirked while gesturing to Mary Jane. "Go on, child. Tell me the secret identity of my most hated enemy!" He commanded.

"Don't you dare, Ock!" Yang yelled at him.

"Come on, Mary Jane! Snap out of it! You don't want to do this!" Spidey pleaded with her.

"P…P…" MJ struggles to reveal Peter's identity but slowly loses control over herself. Meanwhile, the mind-controlled Tails, Ruby and Palutena whip out their weapons and prepares to attack their friends, but just when all of them were about to do what they were told, they began to collapse again, this time to the arms of their respective partners, much to their surprise.

 **BGM End**

"What the…?!" Both Ock and Eggman exclaimed.

"MJ, are you alright? Speak to me." Spidey called out to her. His red-hair neighbor turns to look at Peter with her eyes being normal again, meaning she's back in control.

"Ugh…My head…What happened?" MJ groaned, rubbing her aching head as Peter helps her up.

"Tails, buddy, are you alright?" Sonic asked while holding him.

"Huh? Where am I? Why is my nose hair tingling?" Tails asked, confused.

"Ugh…I felt like I ate something bad." Ruby groaned. Her sister didn't speak, she just gave her a big crushing hug, relived she's alright. "AH! Yang! Not so tight!"

"Lady Palutena! Are you alright?!" Pit asked his goddess as he helps her up her feet.

"This is the second time I've been mind-controlled. Both times not pleasant…" Palutena groaned, touching her aching face.

"Lousy cheap alien energy!" Both Eggman and Otto said and growled at the same time. Eggman repeatedly pounds the Egg Mobile in frustration, but then spots he and Otto's empty tanks. "It seems we ran out of juice! Well, we'll get more. LOTS more! And then we won't just control four little punks, but ALL your universes. In the meantime, enjoy the park. We'll leave you your own private tour guides."

 **BGM-Sonic Colors OST-S0! Frigate Appears**

Otto latched onto the Egg Mobile and flies off with Eggman. As they leave a giant robot ship with two orca-shaped covering on its top called the "Frigate Orcan" rose up to challenge the heroes.

"HAHAHA! Pay up, guys." Sonic smiled. "Me and Spidey told you they had an evil plot and coming here was a good idea. There it is straight from the horses' mouth."

"Uh, we didn't bet." MJ told him.

"Ugh! I KNEW we forgot something!" Spidey remarked.

"…Dang." Sonic began sulking with Peter. Suddenly, Peter's spider-sense tells them to move, as multiple yellow lightning bolts would've zapped them if they didn't dodge in time, making them wonder where they came from until they turned to the sky to see a bald man with a distinct star-patterned scar encompassing most of his face, wearing a stylized green jacket with thunderbolt markings and body harness powered by Hyper-go-on energy.

"Here I am, you freaks! Come on! LET'S DO THIS!" The electric man shouted (sporting his design from the mobile game _Spider-Man Unlimited_ ), shooting large amounts of electricity into the sky above the robot ship.

"Electro…" Spider-Man recognized the villain as one of his own. "Why am I not "shocked" you're here?"

"If it isn't the spectacular spider-schmuck. I'd never miss the chance to destroy you." Electro smiled.

"I'm liking the new look, Electro. I see you got rid of that stupid starfish mask. But it looks like I punched you so many times in the face it's been imprinted there." Spidey quipped.

"Keep laughing, bug brain. Those little aliens boosted my power. You can't POSSIBLY beat me!" Electro proclaimed.

"I kinda doubt that." Spidey replied.

"C'mon! I'm _waaaaiting._ " Electro taunted, which definitely strikes a nerve in Sonic since he likes saying that a lot.

"I _was_ thinking about fighting the killer robot, but you had to make this personal. Here I come, Electro!" Sonic darts as he ran to the road of light once more.

"I'm not letting you have all the fun!" Yang grabs ahold of Pit as he flies them to the top of the ship to join Sonic in battling Electro.

"Hey! That's my super-villain you're about to beat on!" Spidey shouted at them.

"Oh leave them. Let us take care of that ship." Palutena said, pointing her staff at the robot ship.

"Let's go!" Ruby ran to the road of light with Palutena flying above, with a sighing Spider-Man swinging over a few seconds later.

 **BGM End**

 **BGM-Sonic Colors OST-Vs. Orcan & Skullian**

On top of the warship, Sonic, Pit, and Yang square off against the human lightning bolt of the Sinister Six, Electro, who hovers right above their reach. "Welcome to the party, just in time for the fireworks!" Electro grinned. He uses his electricity to lift a nearby floating asteroid and throws it at the three but they dodged out of the way in time. "See what I can do now?!"

"We are so impressed. We never seen someone throw a rock before." Sonic quipped.

"Laugh it up, rat boy." Electro insulted.

"You are so asking for a beatdown." Sonic growled as he hates being called a rat also.

Electro fires multiple lightning bolts to shock his enemies. They were able to dodge them but were having trouble attacking him. Electro is flying too far away for Sonic to homing attack without falling to the bottomless pit below, and the villain is too fast for any of Yang's or Pit's attack to connect.

"I'm gonna get closer!" Pit flies up to confront Electro. He morphs his weapon to a blade and shoots at him, but Electro blocked his energy pellets with his electric shield.

"You ain't got what it takes, kid. CUBE!" Electro summons multiple yellow cubes made of his Wisps-enhanced electricity. Pit was able to fly from all but one of the cubes as it knocks him back to the ship. Luckily, Yang was able to punch one of the cubes back at the Electro, inflicting damage while Sonic zigzags off the multiple cubes to repeatedly spin attack the electric man back down to the ship for a proper fight.

"Give me your best shock." Yang smirked, looking ready to pound Electro.

"I'm gonna break you! LASER!" Electro shoots a powerful beam at Yang. She was able to dodge it, unaware Electro set up an electric trap on the floor she landed, shocking her and keeping her stunned for a powerful electric blast that blows her away. "You can't beat the Sinister Six!" Electro laughed.

"This guy could give Phosphora a run for her money!" Pit compared him to the other lightning-powered foe he once faced.

Yang growled, "Don't say that name. That just wants me to pound him even more."

' _Are you still mad about that?'_ Spider-Man communicated through her earpiece, as Yang is still mad he went out on a date with Phosphora as part of a deal to save the world a few weeks ago.

"Of course I am!"

' _I was BRIBED!'_

"You are pretty ignorant."

' _Would you kick his butt already?!'_

"Already planned to." Yang releases her energy tonfas and joins Sonic and Pit fighting Electro.

Meanwhile with Spidey's team, Ruby runs on the road of light behind the robot ship and attempts to shoot down its engines with her sniper rifle while also dodging the machine guns. Palutena does the same, attacking the ship in the air with her energy blasts. Spider-Man swings in and attaches himself to the back of the ship, repeatedly punching the lights in hopes of doing any damage and was able to destroy a few small components.

"This is gonna take forever." Spidey commented while punching another engine.

"You could use your armor to make it easier." Palutena replied, saying Peter could wear his Spider-Armor to fly and shoot beams to have an easier time.

"I like to drag out my fights. Gives me more time to make quips." Spidey quipped, making Palutena sigh from his stubbornness.

Ruby was able to shoot the ship enough for it to release boxes and spike balls that Peter can use to dish out the damage, as well as a Laser and Rocket Wisp for them to use. "Spidey! The Wisps!" She shouted.

"Alright!" Spidey fist-pumps. He web yanks the Rocket Wisp while Ruby collects the Laser Wisp. They both absorb their respective wisp to enhance their powers.

"Take this!" Ruby fires a powerful laser shot that penetrates through the warship in a blink of an eye.

"Here's another dozen!" Spidey fires multiple missile-like web shots at the engine, then swings around the ship to dish out more pain and explosions. After taking the hits, the orcas are revealed as a covering for machines powering the frigate, causing the machine to start smoking.

"That's pretty creepy." Spidey commented.

"It won't be once we're done with it!" Palutena grinned.

Back with Sonic's team, the blue hedgehog frees a Laser Wisp and uses it to turn into his laser form, packing enough force to smack Electro off the air for Pit to pellet him with charged shots from his Orbitars. As he's about to land, Yang repeatedly pounds Electro multiple times and doesn't look to be letting up. "Shin Shoryuken!" She shouted, giving Electro a brutal uppercut from beneath his jaw that flinged him back to the air.

"Argh! You think you're SO hot, don'tcha?!" Electro asked.

"Actually, now that you mention it…" Yang quipped.

"Well guess what, twerp. I haven't been trying! I ain't gonna be screwing around no more! If we're gonna do this, we're gonna do it right!" Electro charges his Wisp Harness to its limit, gaining more power as he does. "BURST AND LASER!" He explodes, unleashing a gigantic electric shockwave that looked like it shook the whole Starlight Carnival. The heroes see Electro has come out with a new blue look completely covering his whole body with new power. _"Hahahaha! That's more like it! Look at me! I'm now a being of PURE energy!"_ Ultimate Electro laughed with his new echo-like voice.

"Not that form again!" Sonic said, remembering he fought this form of Electro during his first adventure with Spider-Man. "We can still see your junk, ya know!" He joked, covering his eyes.

"It's pretty tiny you ask me." Yang insulted, angering Electro.

" _You're gonna die for that, you stupid bimbo!"_ Electro raises his hands into the air, concentrating in unleashing a gigantic lightning storm.

"MOVE MOVE MOVE!" Sonic frantically shouted at his friends to run when Electro devastate the arena with an ionic storm, strong enough to severely damage the robot ship Spidey's team was fighting.

"Make our job easier for us." Spidey quipped.

"If we got caught by that, we would've been dead for sure!" Pit exclaimed.

"Oops. Sorry." Yang sheepishly smiled.

Electro laughs, firing lethal energy attacks at light speed, barely giving them enough time to react and move out of the way in time. Sonic absorbs another Laser Wisp to clash as a laser with Electro. They move so fast it's hard to keep track of them. And thought their speed was evenly matched, Electro was more powerful, smacking Sonic back to normal to the top of the ship. "We need a better way to beat him. But how do you beat a guy of pure energy? We needed the OCEAN to beat him last time." Sonic asked.

"You're the master of the wind! Attack him with powerful wind attacks! He's weak to that stuff!" Yang made a surprisingly scientific suggestion that got both Sonic and Pit staring at her. "…My boyfriend's a nerd. You learn a thing or two."

"Gotcha." Sonic replied with a thumbs up. He kicks the air and releases small wind-powered blasts at Electro, which does seem to hurt him but not enough to deal the decisive blow. Pit looked around and found a Hover Wisp capsule and grabbed it. "Sonic!" He tosses it at Sonic for him to free.

"Care to help me out?" Sonic asked the little alien, who nodded to help out. Sonic absorbed the Wisp and turned into the Green Hover hovercraft.

" _You'll have to try harder than that to stop me!"_ Electro proclaimed, firing more energy blasts Sonic barely avoided even in hover mode. The hedgehog quickly turned back to normal but still retained the green aura of the wisp.

"Oh, I'll try alright. SONIC WIND!" Sonic kicks the air again, this time enhanced by the green wisp, unleashing a gigantic green tornado that fully envelops Electro.

" _NO! WHAT?! THIS SHOULDN'T BE ENOUGH TO BEAT ME!"_ Electro screams as he's being teared apart inside the tornado, just enough to turn back to normal, leaving him to free-fall to Yang's direction. "Uh-oh…"

"C'mon, Electro…" Yang smirks, giving him one of her most powerful punches to the gut, "You shouldn't be SHOCKED to see this coming!" She punned while smacking the beaten human lightning bolt all the way back to where the generator is at.

"Are you gonna keep making puns after every boss?" Pit glared at her.

"Yup. It's _electrifying_." Yang grinned, making Pit groan.

At the same time, Spidey's team is almost done finishing off the robot ship. Spidey pelts it with more rocket webbing, damaging it enough for the final attack. "Okay, you two! LIGHT IT UP!" He swings away for Ruby and Palutena to deliver the final blow.

"EAT DOUBLE LASER!" Ruby shouted, firing a powerful cyan laser from the back while Palutena fires her Mega Laser from the front, both equally damaging the ship enough to cause it to sink down to the emptiness of space, just as Sonic, Yang, and Pit jump off it before it explodes.

"WOOOOHOOO!" Spidey exclaimed as he catches Yang during his swing. "Just one last thing to do!" He lands back to where Yang punched Electro to. He quickly webs up his body harness and spins it around in the air for a few seconds before slamming it down to the floor, releasing the aliens that was used to power him up. "Bam! We are winners!" Spidey said, high-fiving Yang for a job well done.

 **BGM End**

The other D-Avengers catch up just as the generator shuts down the energy chain attached to the area. They all then regrouped with Tails, MJ, and Yacker who showed back up. "Hey, guys! Did you give the guides your complaints?" Tails asked them.

"Oh, we gave it to them pretty good." Sonic smiled.

"What are we gonna do with him?" Pit asked Spidey who was in the middle of webbing up Electro to prevent him from moving.

"I got it. It sounds like Electro is in need of a bath." Palutena uses her godly power to shrink Electro and put him inside a jar filled with water for him to try swimming in until they give him to the police.

"Two down, four lunatics to go." Ruby said before noticing Yacker. "Hey Yacker?" She happily waved at their alien friend.

 **BGM-Sonic Colors OST-Yacker's Plea**

" _WH &%$^53!" _The twirly wisp happily dance in celebration for their victory over the bosses.

"So did you get any more info out of him?" Yang asked MJ.

"We think so. It wasn't easy." She replied.

"Well, we know Eggman and Ock are going to use the energy he's stealing for a mind control weapon to control our worlds." Spidey said.

"We learned that one the hard way." Tails said in a depressed tone, as he, MJ, Palutena, and Ruby still don't feel so good after temporarily under the control of the evil scientists.

"Hey, cheer up. Thankfully it was only temporarily. Still, I can't forgive them for putting you guys through that." Spidey said, still angered by the doctors' dirty tricks.

"Do we know how Eggman and Ock are getting all these aliens?" Sonic asked Tails, all while Pit and Ruby are too focused on the random antics Yacker's flying around the sky for, like he's drunk or something.

"Yeah. Yeah. At first I thought Yacker was talking about how Baldy Nosehair and Wiggy Squidy was using burps and ink to do it." Tails explained.

"…Yeah, I'm not sure if that's possible." Palutena said while giving him an odd look.

"I dunno. They are pretty gassy, and Ock's an octopus. Maybe the smell and the goop would knock 'em out. I dunno, something doesn't seem right with that." Sonic said.

"That's what I said. It made no sense. Then Tails made a TINY adjustment to his translator and we realized he was saying "generators"." MJ said.

"So no burps or ink? That's a relief." Spidey replied.

"Tell me about it. So basically, Eggman and Octavius are using five tractor beam generators to hold their planet in orbit while the Sinister Six and Silver Sable's men scoops the aliens all up." Tails explained.

"They're holding a whole planet?!" Pit asked in surprise.

"Well, it's tiny, but still…yeah." Tails replied.

"Ok fine. Five generators? Well, we've already leveled two." Yang said.

"So, if my math is correct that leaves us three more of these bad boys to take out." Tails replied.

"Nobody said there'd be math, but I'm with you, buddy!" Sonic said.

"We should get moving." Spidey said, cracking his fingers for some action.

"You should. Yacker says the aliens don't have much time." MJ told them.

"Once I start moving, I don't need much time." Sonic races off while Spidey and the others catch up with him to the space train station to head towards the next planet.

 **BGM End**

* * *

 **Eggman and Octavius's Secret Hideout**

In the docs' evil lab, the scientists themselves check on their little "project" which is in progress and it's going quite smoothly for their taste.

"Hooo ho ho! Soon the mind control weapon will be full of energy we've siphoned from the aliens, and Sonic's world will be the center of our interplanetary theme park." Eggman said.

"And once Silver Sable comes back with that giant alien, we'll be adding Earth and Remnant as special attractions for our theme park." Otto grinned.

" **Y'all reckon you'll be able to get yerself 'nuff o' that energy to take over three whole dang planets?"** Cowboy Cubot asked his masters.

"Yes, we "reckon" we will." Eggman mocked him with his cowboy accent before returning to his normal, and angry voice. "Where is your new voice chip?!" He asked, getting sick of his cowboy voice. Eventually, Orbot returned with a new voice chip.

" **Got it right here sirs! Just need to install it."** Orbot said. He went behind Cubot and started adjusting him to replace his voice chip. **"The think bone's connected to the talk bone, the talk bone's connected to the mouth bone…"** He began singing until he replaced his buddy's voice chip. **"There, good as new."**

Otto sighs in relief, "Thank goodness. Besides Spider-Man, I don't think anything could have been more annoying than that cowboy chatter." That good feeling didn't last as he and Eggman go flying out to the ground when Cubot suddenly starts talking with a pirate accent.

" **Yar! Feelin' ship-shape with me new voice chip, I am. Ah-beggin' yer pardon, Squires, but me and my matey are going to sail off an' search fer that lubber Sonic and his mates! Arr!"** He saluted before leaving the lab.

" **I think that's the wrong chip."** Orbot casually said to the doctors.

"Really? Are you sure he doesn't normally speak in pirate?" Eggman asked sarcastically.

" **On the bright side, he's much more exotic now."** Orbot said.

"Who CARES?! Go find him and fix that chip!" Otto shouted at Orbot to leave the room immediately. The mad scientist of Earth sighs as he feels like he's getting a headache. "I still ask why you keep those bumbling idiots around, Ivo? They'll just mess something up."

"I don't know, Otto. I guess I need to vent my anger out on someone." Eggman replied.

"That's a good point."

"Well, it won't matter. In just a few hours, Mobius, Earth, and Remnant will be under OUR control. When it is, it will be the crown jewel of our amusement park; the GREATEST amusement park in the multiverse. Hooo ho ho!" Eggman laughed evilly until he suddenly clutches his midsection in pain.

"Are you alright?" Otto asked in concern for his evil scientific buddy.

"Ouch. I think I gloated so hard I pulled a muscle." Eggman said as Octavius helps him sit down to relax.

* * *

 **BGM-Sonic Colors OST-Theme of Sonic Colors (Title Ver.)**

 **Spidey: It's your favorite hero Spider-Man reporting! Look at this place. What has the docs done to the Wisps' planet?**

 **Sonic: They're destroying the beauty of this place. When I get my hands on them…**

 **Charmy: Hey guys!**

 **Sonic: Huh? Charmy?**

 **Charmy: Let's play a game! Let's play a game!**

 **Sonic: You can deal with him, Spidey.**

 **Spidey: H-Hey! Sonic! Arrrgh! I don't do well with bees! They sting! And I'm not sure this one is fully sane.**

 **Next time in D-Avengers: Web Up the Stars:**

 _ **Imprisoned Planet Wisp**_

 **Ruby: Don't worry, little guys. We'll save your planet.**

* * *

 **KFX Here: We're like at the halfway point of this story. Next chapter we're visiting Planet Wisp. Remember to check out my Deviantart and visit my forum page.**


	11. Issue 8: Imprisoned Planet Wisp

_Issue 8: Imprisoned Planet Wisp_

 **BGM-Sonic Colors OST-World Map**

"Like I just told you, Peter, I'm not going back." MJ argued with her ex-boyfriend on the space train ride over to Planet Wisp.

"But it's too dangerous here, MJ. You got shot from a mind control beam…" Peter replied, trying to convince her to go back to New York since the adventure has gotten a little more dangerous now that they are aware of the doctors' plan.

"And I was saved thanks to you guys. I'm not budging, Peter. I'm staying. You'll need me. Someone's got to watch your back." MJ grinned, completely insisting staying with the group all the way through.

Yang chuckles in as she sits down next to MJ, "This adventure won't be as fun without you."

"You know it." MJ smiled while giving her a fist bump.

' _Next stop, Planet Wisp. This attraction is currently off-limits as it is still under construction and may not be dangerous enough for visitors yet.'_ The Eggman PA announced inside the train.

"See? Even Eggman said the next area won't be so dangerous. I'll be fine." MJ teased to the overprotective spider-hero.

Spidey sighed as he lost the argument, "Why are all my girlfriends so stubborn?" He muttered.

"What did you say?!" Both MJ and Yang glared at the scared spider.

"NOTHING! Nothing!" Spidey frantically shakes his head.

 **BGM End**

* * *

 **Planet Wisp**

 **BGM-Sonic Colors OST-Area: Planet Wisp**

"Whoa. Look at this place. It's beautiful." Pit commented on the gorgeous landscape that is Planet Wisp after they hopped off the train. A planet filled with a variety of fauna and mysterious and rich vegetation. Soft green grass. Fluffy large trees. And from the looks of it a playground where a bunch of wisps are flying around the whole place.

"So many wisps, and they're all so happy." Palutena smiled, feeling happy for the alien race as they wander the land. One of the green Hover wisp flies up to greet the goddess with a hug, with her happily accepting.

Ruby happily runs up to a group of wisps. They play around with the little huntress for a little while, making her giggle from all the affection she's getting. "Hey Peter! Peter! Can you take a picture with me and the aliens?" She calls out to him.

"Hey! Me too!" Yang remarked, running up to her little sister with MJ, Tails, Palutena, Sonic and Pit for a group shot with the wisps.

"Hehe. Okay." Peter smiles as he takes out his camera. "Smile." He said before taking the shot of his friends with their new wisp friends. The aliens all disperse and fly around their new human friends, making them giggle while they have fun with them.

 **BGM End**

 **BGM- Sonic Colors OST-Wisp's Homeworld**

After they played around with the aliens for a bit, the team continues exploring Planet Wisp as their journey takes them to the construction site portion that's slowly overtaking the planet.

"You know, as alien as this place is, there is something very… _Eggmanish_ about it." Sonic said.

"With an extra sauce of Octo-ink." Spidey added.

"Sounds nasty, just like this construction site." Yang said, looking serious as she folds her arms and looks at all the construction in the area.

"I think they're transforming it somehow. Making it part of his theme park." Tails deduced.

"It's not that hard to figure out." Palutena remarked.

' _Attention guests. If you can hear this message, you are trespassing in an area still under renovation. If you are not a robot or a mercenary, please return to the main park areas and ignore anything evil you might have seen here. Thank you.'_ The Eggman PA announced.

"It looks like the "theme" of their park is universal domination and conquest of alien races." Sonic stated.

"It's more than a theme; it's a reality. They're using them like some kind of living intergalactic gasoline." Tails said.

"That's pretty low, even for sleazeballs like Eggman and Octavius." MJ said, looking dead-serious.

"Ock has gotten pretty dangerous since working with Eggman and the Masters of Evil. If he wasn't using his inventions for evil, I would respect his work greatly." Spidey said with complete honest.

' _Some displacement of indigenous aliens and destruction of natural resources may occur. Eggman Enterprises not responsible.'_ Another PA announcement was heard in a very fast pace. Sonic just shrugs it off while his friends simply rolled their eyes. They were then met with more wisps that are talking to them in their own language.

"You getting' any of that, Tails?" Ruby asked the fox as he translate with his handheld.

"Yeah, they're totally freaked out. It sounds like they're in shock because of public transportation and a loony nurse." Everyone gives Tails a strange look because of his weird translation. "Oh, no wait, scratch that. They're in shock because of their planet's strange transformation and having been dragged across the universe!"

"Well I still can't believe they kidnapped a whole planet. How does somebody do that?" Pit asked.

"They are saying it was either ice cream or a tractor beam." Tails replied.

"I doubt that was ice cream shooting out of those generators. That would be pretty disgusting." Palutena remarked.

"If it was I would get one for back home." Tails chuckled.

"Me too!" Ruby excitingly said.

"Please, I'd get two." Sonic added. "Now if everyone will excuse us, we're going to put a stop to these "renovations"." Sonic stated as he took off to the left path.

"Hey, Sonic! Wait for me!" Ruby yelled as she uses her speedy semblance to catch up with the blue speedster.

"Wait for me, guys!" Yang rushes off to join her sister and Sonic.

"I should go watch over them. See you guys later." Palutena said to Spidey, Tails, MJ, and Pit before flying off to catch up with the other three.

 **BGM End**

* * *

 **With Spider-Man's team…**

Spidey holds onto MJ as they swing above the toxic waste. Tails and Pit follow them in the air, blasting the flying badniks in their way before they land back on the ground, staring at the purple toxic slug that has overtaken the planet's once clean oceans.

"Look at this place. How could the doctors be so heartless transforming this beautiful world?" MJ asked.

"Soon the aliens won't have a place to call home anymore." Tails said sadly.

"If Viridi were here, she would flip, and I won't blame her." Pit said.

"…This is all my fault." Peter said, blaming himself for Planet Wisp's horrendous transformation.

"Oh no. Not that song again." MJ remarked, knowing Peter tends to do this every so often.

"How is this your fault? It's Eggman and Doc Ock doing this." Pit argued.

"Yeah, one of them so happens to be MY enemy, commanding five of my OTHER worse enemies to enslave an entire alien race. To think they started out as petty criminals. And Silver Sable. You'd think she be smart enough not to work with these lunatics." As Peter continues berating himself for his villains enslaving an alien race, they all hear an excited, childish noise coming towards them.

"YAAAY!"

"Huh? What's that sound?" Spidey asked, confused where the voice is coming from.

"Yahoo!" A bee child jolts in the vicinity of the heroes.

"Charmy?" Tails questioned.

"Who?" MJ asked.

"A member of the Chaotix Detective Agency. He's a little childish." Tails explained.

"Oh yeah." Spidey remarked.

"Whoa, Tails! And the Spider-Guy! And redhead girl! And angel boy! What are you guys doing here?" Charmy asked them.

"We were just going to ask you that. You been playing here the whole time?" Tails asked the bee.

"No, silly! I came to…Er, I came to…Wait, why did I come here?" Charmy asked himself.

"How old are you…?" Pit sweatdrops.

"Anyway, c'mon, let's have some fun! Let's play around at that big tower-looking thingie over there!" The excited bee pointed to the giant tower in the distance, which looks to be the source of the purple toxic waste.

"That tower looks to be where all the waste is coming from. If we can deactivate it, it should clean the planet's oceans." Tails explained.

"I saw some guys wearing weird silver clothing over there too." Charmy informed, referring to the Sable agents guarding the tower.

"Okay, Charmy. We'll play with you for a little while. Help us distract the Sable agents while Tails and MJ deactivate that tower." Spidey said, agreeing to play with Charmy.

"YAAAY! Let's go! Let's go!" Charmy exclaimed, zooming excitedly through the air to the tall tower.

"That kid…" Spidey sweatdrops over Charmy's overexcited character before they rush off to the tower.

* * *

 **BGM-Sonic Colors OST-Planet Wisp (Act 1)**

At the tall waste disposal factory, numerous Sable agents patrol the tower with heavily-armed guns and blades in hand from any intruder that are stupid enough to enter, like Charmy excitedly flying around having fun.

"Hey mister, want to have some fun with me?" The stupid bee asked a confused guard.

"Stand right where you are-!" The guard was quickly interrupted by Spider-Man's foot kicking him to the ground.

All the guards start shooting at Spidey and Pit. The two were able to dodge all of their attacks, beating them up with swift attacks while Charmy's having fun stinging them with his stinger. "Yahoo! This is so awesome! What else should we do?" He asked the D-Avengers.

"Focus, Charmy!" Spidey retorted. He swings his fist, knocking down multiple guards with a single amazing punch. He webs up another goon's face and zips over to elbow his jaw, quickly web-zip kicking him to the ground.

Pit flip kicks a Sable agent off his chest and immediately pelts him with arrow shots. He quickly spots an armored brute charging at him. He runs up and slides under him just before the guy could grab him, appearing behind him with his giant club to smack him down. He then spots two new pink spikey wisps in their capsules on top of a ledge.

"Spidey! More wisps!" Pit pointed.

"They look spikey." Peter quipped. The webhead web-yanks the Spike Wisps out of their capsules to free them. As thanks, they allow the heroes to absorb them, granting Peter a cool neon-pink costume covered in energy spikes to act as armor while transforming Pit's club into neon-pink spiked Orbitars floating beside him that closely resemble the pink wisp.

"Wow! You guys look cool!" Charmy commented on their new look and power.

One of the Sable goon tries to slice up Peter with his energy blade, but thanks to his new spiky armor, it was his blade that got sliced. "You should go shop at Home Depot for better swords." Peter quipped as he kicks the mercenary away. With his increased powers, Peter's able to unsheathe three pink, bone-like energy stingers from each forearm, effectively turning him into Wolverine. "So this is what it feels like being Wolverine. I love it!" Spidey commented, effortlessly mowing down his enemies with sharp and fast claw swipes, then stands still to concentrate and cause the spikes on his body to explode all across the area, pinning up any goon that was caught by his spikes.

Construction-styled Egg Pawns pick a fight Pit with their pickaxes but they prove too ineffective against the angel's upgraded Wisp weapon. He's able to shoot rapid-fire spiked discs from his Pink Spike Orbitars that easily tear through the robots. "Can't beat me now!" He smirked as the spiky Orbitars spins around his body to act a sort of barrier from the Sable Soldier's blasters, then throws them like large pink wheels on the ground that tears through the Sable agents' armor and beating them.

"Hey, MJ. Are you and Tails okay?" Peter asked about her situation through his earpiece.

' _We're fine. I'm guarding Tails while he deactivates this tower. We should be done in a minute.'_ She replied.

"Good." Spidey replied while punching another Sable goon. As he kicks an Egg Pawn's head off with his spiked shoes, he suddenly gets an unexpected call from Silver Sable herself.

' _Spider-Man, get clear. You are interfering in this operation.'_ Sable told him.

"Sable? How did you-?"

' _Don't make me repeat myself.'_

"Sable, your men are polluting this planet! Stop this now!" Spidey demanded her to stop but she's not budging or even responds. Instead she sends more of her troopers to halt him, Charmy and Pit.

"More bad guys!" Charmy said.

"Damn it, Sable. Why do you have to be so complicated?" Spidey asked. The web-slinger puts all his wisp power into his right fist, slamming it to the ground to unleash a trail of web spikes that explode into a larger variation under Sable's men, trapping them between the spikes for Pit to defeat with a spike-powered charge shot from his Orbitars.

 **BGM End**

"We did it!" Pit fist-pumped. He then notices something and walks over with Spidey and Charmy to notice the polluted water slowly turning back to being pure clean blue.

"In a matter of hours, the whole planet should be waste-free. We did good here." Spidey said.

"You can thank us for that." Everyone turns to see MJ holding onto Tails as he flies them both down to meet them. "Look." MJ takes out the white-colored chaos emerald from her pocket.

"Another Chaos Emerald." Pit remarked, with the team now possessing four chaos emeralds.

"After we deactivated the tower's waste disposal, we freed a group of wisps from their capsule and one of them gave it to us as thanks." Tails explained.

"Awesome." Spidey said.

"That was super fun! Let's do that again soon!" Charmy exclaimed.

"Maybe next time, Charmy." MJ smiled.

"So did you really just come here for fun?" Tails asked the bee detective.

"No, I'm pretty sure I was on some kind of job…" Charmy replied.

"A job?" Spidey asked.

"But who cares about that? I'm ready to have some more fun! I'm gonna go try that ride over there next!" Charmy said as he flew away.

"But isn't this place still under construction?" Pit asked.

"Looks like he hasn't changed a bit, either." Tails chuckled.

* * *

 **With Sonic's Team…**

 **BGM-Sonic Colors OST-Yacker's Plea**

"Hey! Look at that!" While exploring Planet Wisp, Ruby notices the polluted water slowly turning back to normal. "The water's turning back to normal!"

"It would seem Spider-Man's team was successful clearing the pollution." Palutena smiled as she did silently spy on Peter's team and their efforts stopping the pollution.

Ruby happily chuckled of her friend's success, "Good job, you guys."

"You sure it's clean?" Sonic nervously scratched his head, really more scared of the pure water itself since he's aquaphobic.

"How 'bout you check for yourself?" Yang grinned at him.

"No, that's okay-."

"Down you go!" Yang purposely pushes Sonic down the river with a smile. A few seconds later, the hedgehog pops out of the water all wet so his inter-dimensional friends could laugh at him, mostly Yang. Sonic growls, and in retaliation, vibrates his body really fast, splashing the water all over his friends, mostly Yang whose hair is all wet now.

"HEY!" Yang shouted at the laughing hedgehog, glaring at him with her angry red eyes.

"Don't thank me cleaning that bushy hair for free." Sonic smugingly joked.

Yang immediately grabs Sonic by the throat to give him a painful noogie to the head, "Try that again and I'll drown you in the deepest ocean!"

"It was your fault to begin with!" Sonic retorted.

"What did you say?!" She angrily retorted.

"So you four have come here as well." A voice was heard around them, which was mysterious enough to get Yang to stop bullying Sonic.

"Who said that?!" Sonic asked. In a blink of an eye, the mysterious figure, that happens to be a ninja chameleon, appears in front of the heroes as if he was standing there the entire time.

"It's been a while, Sonic. And greetings, D-Avengers."

"Espio!" Sonic exclaimed.

"How did I not sense him?" Palutena remarked, surprised even her godly magic didn't pick up Espio was near them.

"Is he another friend of yours?" Ruby asked Sonic since this is the first time she' meeting Espio.

"Yup. He's a member of the Chaotix." Sonic replied. "Still popping out of nowhere, I see." He said to Espio.

"Stealth is the foundation of nay investigation." Espio said.

"Does that mean you're here on business?" Yang asked.

"You could say that." Espio crossed his arms.

"You guys are still playing private eye, huh?" Sonic joked.

"Hmph, detective work is ideal training for a ninja." Espio said.

"You're a ninja?! Cool! So that's why you can turn invisible!" Ruby excitedly said.

"I'm pretty sure it's because he's a chameleon, Ruby." Palutena smiles while sweatdropping.

"Speaking of training, let's see how formidable you all are." Espio said.

"Okay, whatcha got for us?" Ruby asked, accepting his training.

"I spotted a significant amount of strangely armored mercenaries working at an outpost nearby." Espio informed.

"Sounds like more Sable agents. Okay. We got it covered." Sonic said with a thumbs-up.

"Good luck." Espio told them.

"Like we'll need it." Yang cockily said before they set out.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Planet Wisp (Act 2)**

With Yang grinding down a rail, Sonic and Ruby running side-by-side, and Palutena flying above them, they quickly approach a large outpost set up by Sable International in a construction zone overseeing the transforming planet.

"There they are!" Sonic said.

"It's more Sable agents! Like Espio said!" Ruby said.

"Leave them to me! I'll beat them all up and their construction!" Yang smirked.

"Let's not embarrass them too much." Palutena grinned.

The Sable agents picked up the D-Avengers from their radar and turn to their direction with the weapons locked and loaded. "Enemy targets incoming! Authorized to use deadly force!" One mercenary said, commanding his squad to shoot at the incoming heroes.

Easily avoiding the bullet storm, Sonic and Ruby jump off a ledge into the air. Ruby turns her Crescent Rose into its sniper rifle form and slots Sonic in as the ammunition, releasing the trigger to shoot him slamming down hard on a group of Sable goons.

"Take them down! NOW!" Another agent shouted as they all start attacking Sonic. The hedgehog quickly plowed through them with his speed, circling in the air to catch Ruby with a blue tornado. Ruby uses this to her advantage and transforms her gun back to a scythe, spinning rapidly in the tornado with her scythe thrusted straight out of the vortex, attacking all soldiers in its sight.

One Sable goon tries to swing his energy blade on Yang, but the grinning Huntress uses her vibranium arm to block the attack, then proceeds to pound him into next week. She backflips onto a glyph Palutena made for her to launch off and elbow all soldiers and robots in her sight, finishing the last goon she sees with a powerful smack to the ground.

' _All units, dispose of these "heroes" at once!'_ Silver Sable ordered more of her troops to come in through the radio chat.

"Yo, Sable lady! Can you hear us?" Sonic asked through the same frequency as he kicks another solider. "You have to stop harassing this planet! Leave the aliens at peace!"

' _Sorry, hedgehog, but that cannot be allowed. I have a job to do here and I must finish it.'_ Sable replied.

"Just what are the doctors offering you?!" Ruby asked while slicing up Egg Pawns.

' _Enough money to care for my homeland, Symkaria, for the next decade if you stop interfering with their plans!'_

"That's very noble, but they're lying to you, Sable! If the doctors succeed, all our dimensions will be under their rule, including Symkaria! Do you even know what they're planning to do with the Wisps?" Palutena argued while blasting Octobots.

' _Don't know, don't care. But it would seem you won't heed my warning. I will not miss you when you're gone.'_

"You stupid, sonofa-!" Yang growled, angry enough to smash the hood of an incoming APC that drove in, destroying its engine while simultaneously springing two Spike Wisp and two Rocket Wisp capsules from the back.

"More Wisps! And a new spiky one that I want to try." Yang grins as she reaches out for a spike wisp, but Sonic and Palutena took them first before she noticed.

"Mine!" Sonic grinned.

"OH COME ON!" Yang growled as she's forced to take the rocket wisps with Ruby.

Sonic quickly frees the spike wisp who was kind enough to allow him to use his power, turning the blue blur into a hot pink spiky ball. He curls up into a spin dash and rolls into his enemies, smacking Sable goons down while tearing through robots with a single touch. Palutena uses the spike wisp to transform her staff to have a hot pink color while the top of her weapon resemble the alien she absorbed. When more Sable goons approach her, her staff automatically transforms into a large spiky mace, scaring the soldiers a bit. With a smirk and a loud war cry after, she swings her new mace weapon multiple times, sending her enemies flying before delivering a powerful slam that unleashes an explosion of spikes off the ground that pierces through the robots from top to bottom.

Ruby absorbs the rocket wisp into her Crescent Rose, transforming it into an orange-colored rocket launcher. "How about THIS?!" She fires multiple rockets that scatters her enemies and blows up their vehicles off the map.

Using her rocket wisp-enhanced Ember Celica, Yang thrusters herself towards a Sable soldier, delivering a powerful rocket punch that blows him to the sky. A giant brute soldier tries to swipe her but she jumped over him and kicked him in the back. "Go on a diet, buddy." She quipped before launching five mini-rockets from each gauntlet. While small, they still delivered a mighty blow that instantly knocked out the brute. She shoots out another rocket that blew another Sable agent into the air to her direction, grabbing his leg and twirling in place a few times before throwing him at the last remaining squadron, shooting a few more rockets at the ground a few feet in front of them. As she quietly walks away, a large explosion boomed from behind her which miraculously not kill the Sable agents.

 **BGM End**

"That was awesome, Yang!" Ruby hugged her sister.

"An _explosive_ performance." Yang punned which instantly got Ruby to stop hugging her.

"Not bad. It looked like that helped dry your hair." Sonic joked.

"I am going to kill you in your sleep." Yang threatened him.

"Impressive skills." Espio casually pops up to compliment the heroes.

"Do you do this sort of thing every day, Espio?" Palutena asked the ninja.

"Training is discipline. Some things are invisible to the untrained eye." Espio said.

"Just try not to push yourself too hard, man." Sonic advised him.

"Now back to what we were doing before we got interrupted." Yang immediately returns to give Sonic a noogie to the head while she devilishly smirks about it.

"HEY! CUT THAT OUT!" Sonic curls himself into a ball and rolls out of Yang's grip.

"GET BACK HERE, SONIC!" Yang shouted while chasing the hedgehog around the outpost.

Ruby sighs over her sister and friend's weird antics, "This might take a while." She shrugged while she, Palutena, and Espio just watch Yang chase Sonic for a while.

* * *

 **BGM-Sonic Colors OST-Theme of Sonic Colors (Title Ver.)**

 **Spidey: If your favorite hero Spider-Man reporting! Another generator found! Another boss we'll have to punch! Who wants to taste these knuckles?**

 **Scorpion: Hehehe! Your knuckles won't do much good against my new armor!**

 **Spidey: Scorpion! Still swinging a tail only a mother could tolerate!**

 **Scorpion: I'm gonna crush you here, bug-for-brain!**

 **Spidey: Was never a big fan of your hugs, mostly because of how flimsy you are!**

 **Scorpion: RRAAAAAGH! You gone mad me mad! Time to die, webhead!**

 **Next time in D-Avengers: Web Up the Stars:**

 _ **Poisonous Vengeance**_

 **Pit: You won't stop us from saving this planet!**

* * *

 **KFX Here: Just remember to check out my forum page and Deviantart page. I won't be able to upload constantly because I'm in college so keep aware of that.**


	12. Issue 9: Poisonous Vengeance

_Issue 9: Poisonous Vengeance_

 **BGM-Sonic Colors OST-Yacker's Plea**

"Those good-for-nothings are late again. Goofing off, no doubt." Vector the Crocodile, leader of Team Chaotix, groaned as he wonders where his two other teammates have gone off to in this alien planet of the wisps. He then hears the sound of footsteps approaching him from behind. "Mm? Is that them now?" He turns around to be disappointed it's Sonic, Ruby, Yang, and Palutena.

"Yo, Vector." Sonic greeted the croc detective.

"Hiya." Ruby waved.

"Oh, it's you guys. Look, I'm busy right now, so scram, would you?" Vector rudely said.

"Jeez, aren't you being a little mean to us?" Ruby puffed her cheeks.

"And here we didn't think you guys ever got busy." Yang joked.

"What?!" Vector exclaimed, annoyed.

Palutena looks ahead of Vector to see the rest of the party have arrived. "It's the others." She said. Everyone turns to see Charmy flying in, with Spidey, MJ, Tails, and Pit following.

"Patrol complete, sir!" Charmy reported.

"Hey guys. Sorry we're late. We had to pollinate some flowers." Spidey quipped.

"You're late, Charmy! What'd you find out?" Vector asked the kid bee.

"Weeell, let's see…I found one spot that was kind of fishy." Charmy replied.

"How? This entire planet is fishy." Pit remarked, thinking the whole wisp planet is suspicious.

"Are there even any fish here?" MJ wondered.

"Who cares about that? Did you see Eggman?" Vector asked Charmy.

"I don't think so?" Charmy replied unsure.

"You don't…Ugh." Vector groaned.

"If it's Eggman you're after, get in line." Sonic smiled. "We're on his and his buddy Ock's trail, too. We'll let you know what we find out."

"It looked like you had to go on some rides or something. Be careful out there." Charmy informed.

"What rides? Everything's still in construction." Tails asked.

"Guess we'll have to search high and low." Palutena replied.

"You sure you guys could handle this?" Vector asked the D-Avengers.

"You're in luck, Vector…" Spider-Man clears his throat to deepen his voice for one of his favorite jokes to act as. _"You're favorite tough-but-lovable, grizzled, seen-too-much detective is in town-."_

"Oh no…" Palutena sighed, knowing what's about to come.

"OH YES!" Both Ruby and Yang exclaimed in excitement of what's to come.

Spider-Man takes out a police hat from his belt buckle and puts in on his head as he stands tall and proud as he says, _"Spider-Cop."_

"Are you mocking me?!" Vector asked the spider-cop.

Sonic chuckled, "No, no, no. He loves doing this to annoy Ice Queen and Captain Watanabe."

Vector growled, "I can see why."

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Planet Wisp (Act 3)**

The Amazing Spider-Cop zips his web from a construction metal bar to the top of a tower to scope the area. _"From his elevated position, Spider-Cop spies the planet, but still can't find the criminal doctors."_

He then gets a call from Vector, _'Are you…narrating yourself?'_

"What? No. Of course not…" Spidey used his real voice before immediately switching back to his deep, police cop persona. _"The detective and his friends never did understand Spider-Cop. Thought he was a loose cannon."_

' _Already regretting this…'_

* * *

Spider-Cop swings from across high mountains until he got a call from Ruby, _'Spidey. There should be robots near you but I'm not sure they'll lead you to the doctors.'_

" _Spider-Cop's on it. Part Man, part Spider, ALL cop."_ Spider-Cop replied.

' _How long will he keep doing this?'_ Vector asked Ruby through the call.

' _Until he gets bored, which might take a while.'_ Ruby chuckled while Vector groans.

* * *

' _Spider-Cop. This is Yang Xiao Tective. Just finished interrogating some Sable agents but they spilled nothing.'_ Yang deepens her voice, joining in playing "cop" with Spidey.

' _Captain Pit here. Got nothing either.'_ Pit said with a deep voice too.

' _Me neither. But I did bust up some robots and freed some aliens though.'_ The World's Fastest Detective, Sonic the Cop, informed his pals.

" _When Spider-Cop and his Policing Avengers's on the job, come hell or high water the job gets-."_ Spider-Cop began before getting interrupted by a loud Vector.

' _STOOOP STOP STOP STOP STOOOP!'_

" _He'd never admit it, but the detective was warming up to Spider-Cop and his partners. They're casual disregard for by-the-book thinking was a breath of fresh air. He'd come around. Someday."_ Spidey-Cop narrated.

 **BGM End**

* * *

 **Later…**

 **BGM-Sonic Colors OST-Yacker's Plea**

Unfortunately, despite practically searching every corner of the planet, no villainous doctors were found, so everyone decided to regroup back with Vector and Charmy. "You guys didn't find anything?" Charmy asked the heroes.

"Nope. Didn't see them. I guess it was a dumb idea to work off a lead we got from the Chaotix." Sonic replied.

"Ah ha ha, he says you're dumb, Vector." Charmy laughed at his boss, making him angry.

"You shut your trap, bee! It was your lead he was talking about. And where the heck is Espio?" Vector asked.

"Over there." Peter casually pointed to the direction his spider-sense told him about Espio's location, he turned off his camouflage to reveal himself.

"Espio?! When did you get here?" Vector asked him.

"I was here the whole time." Espio replied.

"Up to your usual ninja tricks, huh?" Yang joked.

"I was just standing here…"

"Ha ha, you're just so ignorable!" Charmy chuckled.

"Ugh. Even though we didn't find Eggman, you guys were pretty good out there. Any interest in coming to work for us?" Vector asked the D-Avengers.

"You want us to be real detectives?!" Pit exclaimed, looking as excited as Ruby when given the offer.

"It's good work. It's got thrills, suspense, mystique…Every day's an adventure!"

"That sounds like my average day. I think I'll pass, thanks." Sonic responded.

"How 'bout you, Spidey? Though if you want to join, you'll have to drop that stupid voice." Vector said regarding "Spider-Cop".

"Been doing a little thinking, Vector. Policing and detectiving's a young man's game, and Spider-Cop…well he's no spring chicken." Spidey replied.

"Please be going where I think you're going." Vector responded.

"As of today…" Spidey clears his throat and takes off his police hat. _"Spider-Cop is officially retired."_

Vector sighed, "Oh thank goodness. I need a drink." He said as he walks away with the Chaotix.

"We'll all drink tonight, Vector, drink to the memory of Spider-Cop's tireless…Vector? Guys, where are you?" Spidey notices that not only the Chaotix are gone but also his teammates as well. He simply shrugs it off, "Guess the emotion of the moment overwhelmed them." He said before swinging off to find his friends.

 **BGM End**

* * *

With nothing else better to do, the Avengers continued searching the planet for their primary objective, which involved finding the generator chaining the planet. After a while, they were able to locate the giant generator and head towards it.

"And there's the generator! Seems like these guys are getting harder and harder to find." Sonic said.

 **BGM-Sonic Colors OST-Sugar Armada Appears**

As he said that, Peter senses some trouble coming to greet them. They felt the ground shaking a little, and what was revealed was a giant robot called Refreshinator that closely resembles the Rotatatron ferris-wheel robot from Tropical Resort but with a blue-and-green color scheme this time.

"I know for a fact these guys are getting harder and harder to beat." Spidey said.

"Eh. Not really." Yang joked.

"Didn't we fight this thing before?" Palutena scratched her head, seeing the similarities between this robot with the one from Tropical Resort.

"It _does_ look familiar." Yang remarked.

' _Please remember, all planets in Eggman's Incredible Interstellar Amusement Park are, as far as you know, wholly owned properties of Eggman Enterprises and its subsidiaries.'_ The Eggman PA announced. The heroes just ignore it while they either stretch their arms and legs, crack their necks, or simply yawn in boredom as it continues talking. _'All unauthorized photography, video reproduction, or shutting down of generators is strictly prohibited. Thank you.'_

"He really thinks of us as a problem. Well too bad." Pit smirked, ready for action.

"Eggman! Octavius! We ARE going to save this planet!" Spidey stated.

"Yeah!" Ruby agreed.

"And we ARE going to free these aliens!" Sonic continued.

"Yeah!"

"No copyright law in the UNIVERSE is going to stop us!" Both Sonic and Spidey stated simultaneously.

"Yeah…Huh?" Ruby looked at the red-and-blue duo strangely.

Yang replies with a loud laughter, "Copyright. Good one."

"We can save a lot of time, broken robots, and crippled mercenaries if you just quit now!" Spidey said.

"Not on your life, wall-crawler!" A man in a high-tech green armor, styled like a scorpion with a purple reactor stuck to his chest clings to the side of Refreshinator with his claws. (Scorpion's new armor is based off his "Big Time" story-arc costume from the comics)

"Scorpion! Ock's really scraping from the bottom of the barrel, is he?" Spidey quipped as he stares at the third member of the Sinister Six.

The Scorpion chuckles, using his tail to shoot a blast of purple acid down at Sonic and Spidey, prompting them to leap backwards as the acid melts a portion of the floor they were standing on. Sonic sighs, "You try to be reasonable. Pit. Palutena. Let's go play with jumbo roboto." The hedgehog jumps into the ferris wheel bot with Pit and Palutena, leaving Spidey, Ruby, and Yang to deal with Scorpion.

"Follow me, kids." Scorpion coldly said to Spidey's team before he leaps away to his personal arena.

"I know you're leading us to a trap, but since you were so kind to invite us, let's see how clever you set up your party." Spidey quipped, holding onto Yang as he swings to the skies with Ruby running with them to follow Scorpion to battle.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Vs. Rotatatron & Refreshinator**

Spider-Man, Ruby, and Yang followed Scorpion in a metal circular platform surrounded by dark poisonous acid with no towers or trees for Spidey to web-swing from, giving Scorpion a better advantage.

"Nice purple pool you got here, Gargan. What do you do here? It's so empty." Spidey quipped.

"I'm gonna kill you and your little "girlfriends"." Scorpion creepily said as he swings his tail on them, but they were able to dodge it easily.

"So your plan to kill us is to put a big _tail_ on your costume and hit us with it?" Yang chuckled. "Genius."

Scorpion uses the Laser Wisp energy and fires multiple lightning-fast green lasers at the heroes. The young heroes were able to dodge his attacks, with Ruby using her Semblance to dematerialize into a cluster of red petals to get a closer strike on Scorpion. The crazy super-villain was able to thwart Ruby by shooting some regular acid on her, causing her to flinch and break out of her Semblance to avoid it in time, leaving her vulnerable to getting grabbed by his big tail, getting crushed before being flinged off the platform to the poison waters.

"HELP!" Ruby shouted.

Spidey quickly jumps over Scorpion's tail swipe and leaps off his head to web up Ruby and reel her back up just seconds before her adorable little hair touched the bubbling acid. "That was too close." Ruby said, sounding exhausted.

"A dip in that pool and you'll come out as a skeleton. Be careful!" Spidey told her.

"You're gonna regret doing that, longtail!" Yang said at Scorpion, angry her sister almost took a bath in the acid bath. She rapidly attacks Gargan with brutal explosive punches from her gauntlets, giving him no chance to block or counter her ferocious moves. After that intense assault, she blows Gargan away with a final punch, causing him to slide backwards. The tailed villain simply looks at Yang with a smile, not winded or damage at all thanks to his highly durable armor. "You got to be kidding me?! That didn't do a thing?! Then let me try punching that ugly face!" She dashes in for a punch at Scorpion, but he was able to grab her fist with his pincer, stopping her in motion. He violently swings his tail at her side, strong enough to nearly deplete her aura and break some of her bones before tossing her aside.

"Yang! You alright?!" Ruby quickly checked on her sister while Spidey contends with Scorpion.

"Oh I'm fine…" Yang grunts while holding her stomach. "Who needs ribs anyways?" She joked.

Spidey hopped back to the half-sister Huntresses. "Ruby. Keep Scorpion busy. I'll take care of your sister."

"On it." Ruby speeds off to fight Scorpion while Spidey tends to his injured girlfriend.

"Why didn't you tell me Scorpion was so strong…" Yang asked.

"I did, but you always laughed and had a cocky retort." Spidey joked.

Yang weakly chuckled, "How could a guy in that kind of costume be so strong…?"

"Enough with the jokes. Keep still." Spidey puts his hand on Yang's right shoulder and begins concentrating. He closes his eyes to activate the majestic blue aura of The Other, the deific Spider-Totem beast that's bonded to him. He uses his Spider-Sense as an X-Ray and scans Yang's body for anything broken. He spotted 15 broken bones. So, with his aura, he was able to reattach the bones with tiny web strands inside her body, and in a short while, fully rebuilt them and healed her up to full strength. Yang stands up, fully healed for more action.

"I love your Other." Yang said.

"Not me?" Spidey joked.

"Oh, you're just as good." Yang smirked.

"Don't patronize me."

"You DO know that was a form of intercourse? Using your webs to repair my bones INSIDE my body?" Yang smirked while joking around with the webhead.

Peter stands there, blushing intensely with no retort to be made. "…Scarlet Rose! Your sister's weirding me out!" He shouted at Ruby who was fighting Scorpion on her own.

"She does that!" Ruby retorted while Scorpion blocks her sniper rifle shots. Scorpion leaps to his right, countering her scythe swings with a poisonous stab to her chest with his tail. "Guuuys…I don't feel so good…" Ruby said, feeling really dizzy as if the world around her is spinning.

"You're poisoned!" Spidey told her.

"Poisoned?!" Yang exclaimed in shock her sister was poisoned.

"I got this. Distract Gargan!" Spidey ordered Yang.

"I won't forgive you if you can't fix this!" Yang said to Peter while battling Scorpion.

"I won't forgive MYSELF if I don't fix this." Spidey said. He holds onto the poisoned Ruby.

"Hey Spidey…Is that a giant cookie trying to eat me…" Ruby weakly said.

"Stay with me, Rubes. I got something that'll help you." Spidey said as he frantically searches his belt buckle for the cure.

"I won't let ya-!" Scorpion was cut off from interrupting Spidey when Yang angrily punched him in the face.

"Got it." Spidey found a small syringe filled with a white antidote. "So glad I made a spare the last time Scorpion poisoned me. Hold still, petals." He injects the antidote in Ruby's right arm, and in a few seconds, she's completely cured of the poison.

"Ugh…" Ruby groaned while shaking her head.

"You okay, kid?" Spidey asked her.

"Weak, but strong enough to squash a bug." Ruby said, clenching onto her Crescent Rose.

"Atta girl." Spidey said.

The little huntress-in-training dashes off and teams up with her sister to get off a few impressive strikes on Scorpion. She goes for another with her scythe, but Scorpion blocked her strike with his pincers. "Stupid punk!" He roared, deflecting Ruby and her scythe away. The little Huntress Avenger quickly picked back her weapon and dashes at Gargan. "HOVER!" He activates another Wisp power to hover away from Ruby's next attack and stays in the air. "DRILL!" His tail starts to spin rapidly until it acted like a rampaging drill. He thrust his drilling tail repeatedly at the heroes, forcing them to dodge for their lives while breaking off a portion of the platform during the chaos. "ROCKET!" He uses his tail like a rocket launcher and fires the top of his tail like a very large rocket. The heroes again narrowly dodged it, causing it to hit the acid oceans to unleash a large splash that almost covered them if it wasn't for Spidey's web dome.

"I don't like my showers that are purple and melts the skin." Spidey quipped. He fires two thick weblines at the hovering Scorpion and attempts to reel him down but the green-tailed villain won't let him. Ruby jumps on the webbing and runs on it towards Scorpion while he's distracted, striking him multiple times with her scythe until he gave up and was yanked down to the platform for Yang to punch in the face.

He growled, "I had about enough of you!" He then activates the Spike Wisp ability of his armor, granting him a similar spike armor like when Spider-Man uses the pink wisp, with the addition of a new spike ball on his tail.

"That ain't good." Ruby said, looking worried. Scorpion swings his new spikey tail, smashing everything in his sight including the young heroes. Spidey was able to leap away from his tail to punch Scorpion in the face, but this leads him getting stabbed by his pincer. Scorpion punches Spidey away, and with a short laugh, tries to smash his face in with his spike ball tail. Spidey was able to grab it before it could reach his face but struggles to deflect it.

As Yang sees the spike ball closing in on Spidey, she noticed a yellow wisp capsule nearby and frees the alien inside it. "I'm gonna need your help." She said with the wisp agreeing. She absorbs it and her Ember Celica are transformed into drill arms. While he's not looking, Yang lets out a war-cry as she drills into Scorpion's back, causing him pain while Spider-Man was able to deflect his tail and punch him in the face three times before kicking him away.

"Thanks." Spidey said to Yang.

"You're welcome." She replied.

Scorpion roars and tries to attack them with his tail. Spidey was able to pin it to the ground with his webbing, then allows Ruby to cut the tail and weakening Scorpion. "Scarlet Rose!" Spidey calls out to Ruby.

"I know!" Ruby leaps to his side and prepares for a combo attack.

"Knock-knock! It's the Crawler Petals Assault!" Spidey shouted, joining Ruby in unleashing a combined flurry of berserker web punches and devastating, petals-filled scythe slashes at Scorpion, ending the combo with a twin-powered kick that blows him to Yang for another onslaught.

"Time for my new finishing move!" Yang smirked, pounding her fists together as she now activates her Semblance, using all the attacks she was dealt with and absorbed for maximum retaliation. Her eyes turn red and her hair and body are surrounded by a tense yellow glow. Using her training during her time with Ryu and Iron Fist (read _Battle for Remnant_ ), she focuses her power into one fist. As Scorpion draws closer, she unleashes an aura-filled Shoryuken fist right under his jaw for a brutal uppercut. "Yangoryuken!" She shouted as Scorpion is sent flying high into the sky from the massive explosion from her fist.

"So cool!" Ruby excitedly said over her sister's new move.

"Yangoryuken? You couldn't come up with something better? Or something less egotiscal?" Spidey joked.

"I'm still working on it! Shut up!" Yang shouted. Spidey shrugged before jumping into the air for Scorpion. He punches the energy reactor of his armor, releasing the Wisps kept inside. And then unleashes a powerful dropkick that sent his tailed nemesis back to the area of the generator.

"Tail ya later, Scorpy!" Yang punned, making both Ruby and Spidey sigh from how terrible it was.

* * *

 **Meanwhile with Sonic's team…**

While Spider-Man's team was fighting against Scorpion, Sonic's group were in the middle of fighting the Refreshinator robot in its ferris wheel. "Why are all of Eggman's robots so easy all of a sudden?" Sonic quipped, giving the head of the giant killer machine with a nice homing attack that causes it to go bonkers. "This and the previous three bots aren't giving me a challenge. Eggman must be out of it. Really wished I went with Spidey instead. This is boring."

"You could leave now and give us the glory." Pit smirked at him while shooting his arrows at the robot head.

"Fat chance." Sonic grinned, hiding behind a circle platform that's blocking laser shots.

Palutena flies in the air, unleashing a wave of energy at the head, causing it to fritz and spark electricity. "This really IS the same boss from Tropical Resort, just recolored. Is Eggman on a tight budget?" She joked.

Sonic avoids more lasers with his quick reflexes, bouncing off the multiple circle platforms for a multitude of homing attacks on the robot. "Alright, Pit. You're up." He said to the angel as he absorbs a pink wisp, regaining his Spike Wisp Orbitars.

"Sweet. Time to cut you down a notch." Pit fires pink sharp discs that were strong enough to cut Refreshinator's giant arms, leaving it weakened for Sonic to deliver the finishing spin dash through the head, causing it to explode into rings for them to collect. The eye and arms exploded out of the wheel and fall down to the water. Thankfully the heroes jumped out in time and back to the generator just in time to see Scorpion crash down next to them in defeat.

 **BGM End**

"Guess that means Spidey's team is done too." Pit smiled.

"Hey guys!" Ruby waved at her friends as she, Spidey, and Yang arrive to greet them.

"You guys did good." Palutena smiled.

"We love to amaze you." Yang quipped as the generator shuts down.

 **BGM-Sonic Colors OST-Robot's Lost and Found**

"Wow, sometimes I even impress myself." Sonic talks to the dead robot his team defeated.

"You have to admit, we were pretty awesome out there." Spidey talks to the unconscious Scorpion that's too beaten to speak or hear him.

"For a second there we weren't sure we were going to pull it off." Sonic continued talking to the dead robot.

"Oh who are we kidding, we both knew how this would end." Both Sonic and Spidey said to their defeated foes.

"Uh, are you guys talking to the broken robot and unconscious super-villain who can't hear you?" Tails shows up along with MJ, surprising the red-and-blue heroes as everyone looks at them strangely.

"Uh, maybe. That's between us and them." Sonic replied.

"Yeah yeah! See, the important thing here is the alien planet is free." Spidey told his friends.

Tails face-palmed from his response but quickly lets it go, "Absolutely."

"So…we can just forget about the whole talking to dead robots and unconscious costumed-nutjobs thing, right?" Sonic asked his friends.

"Nope!" Everyone replied with a smile on their faces, causing Sonic and Spidey to facepalm in frustration.

"We'd knew you'd all say that." Sonic and Spidey said as they lowered their heads sulking.

"Well, come on, we've seen you two save the day a lot of times." MJ smiled. "But we've never seen you talk to a pile of metal or an unconscious goon. Well, maybe Spidey."

"Touché." The red-and-blue duo groaned as they continued sulking.

 **BGM End**

* * *

 **Somewhere at another part of Planet Wisp**

A group of Sable International mercenaries are seen about to transport a huge indestructible, metal capsule holding the biggest wisp they've ever captured. Silver Sable oversees the container getting carried by an aircraft. She then takes out her phone and begins contacting her clients. "Doctors, the mission was a success. We have captured that giant alien you've requested."

' _Oh ho ho! Excellent work, Ms. Sable. We never doubted your skills for a second. Transport it to Asteroid Coaster. We'll pick it up upon its arrival.'_ Eggman laughed.

"Affirmative. And about my pay?" Sable asked.

' _Already counting the money. Just collect a few more aliens and you'll receive your check in a few hours.'_ Doc Ock replied.

Sable nods and hangs up the call. "Men! I want that alien at Asteroid Coaster on the double! No excuses! Our employers are in need of a few more aliens!" She ordered her army. As she walks away, she passes one of her men about to transport a container filled with dozens of captured wisps. And unknown to the heroes, one of those capsules happens to have a scared Yacker, who was somehow captured by Sable's men.

* * *

 **BGM-Sonic Colors OST-Theme of Sonic Colors (Title Ver.)**

 **Spidey: It's your favorite hero Spider-Man reporting! Who's ready for a swim at Aquarium Park?**

 **Ruby: Ooo ooo ooo! I could go for a dive in the pool!**

 **Sonic: Do we really need to come here…Can't we go somewhere else first?**

 **Spidey: We'll have to come here eventually. Man up. The water won't kill you.**

 **Sonic: If you can swim…**

 **Spidey: Let's just go, Sonic.**

 **Next time in D-Avengers: Web Up the Stars:**

 _ **Sonic's Aquatic Terror**_

 **Sonic: Water…Ugh…**

* * *

 **KFX Here: Would've loved to do a Halloween chapter special, especially since it's also Ruby's birthday, but classes need my attention and I couldn't think of a good special in time. Sorry. Hopefully I can do a Christmas special, if I have time.**


	13. Issue 10: Sonic's Aquatic Terror

_Issue 10: Sonic's Aquatic Terror_

 **BGM-Sonic Colors OST-World Map**

Sonic lies his body flat on his seat, trying to relax as their train takes them to the next planet. He opens one eye to see Palutena and Tails sharing a muffin she made before the trip. "This is delicious. Do you have any more?" Tails asked the goddess.

"Why sure." Palutena smiled.

Sonic then turns his eye to see Ruby and Yang marking a sleeping Peter with black ink. "Make sure to draw a mustache." Yang whispered to her sister.

"Okay." Ruby silently giggled.

The hedgehog rolls his eye as he sees Pit and MJ battling each other on their gaming handhelds, with Pit losing the match. "Aw man. I lost again." Pit said, sulking his head.

"Gonna have to try harder." MJ grinned.

As Sonic tries to sleep, he hears Pit ask MJ a question, "So where are headed this time?"

"Let's see…" Mary Jane takes out a map of the whole space park. "This train should take us to Aquarium Park." The instant she said "aquarium", Sonic's eyes pop open in surprise.

"A-Aquarium…" Sonic remarked nervously.

"An Aquarium? Cool! What it's like?" Pit asked excitedly.

Palutena looks through the window to stare into space, until she spots a blue-liquid planet surrounded by a large red dome with many holes. "Wow. It looks to be a water planet." She commented.

"W-Water…" Sonic's eyes start to shrink in fear.

' _Next stop, the Aquarium Park. This underwater attraction is the perfect place to commune with sea life, and hopefully, get chummy with the sharks.'_ The Eggman PA announced, much to the excitement of about everyone in the train, except for Sonic.

"UNDERWATER?!" Sonic exclaimed.

"YAAY! An underwater aquarium planet?! I've always wanted to visit one!" Ruby said excitedly, then starts to excitedly shake Peter up. "Peter! Try to take more pictures when we get there!"

"Huh…O-Okay…" A sleepy Peter replied, touching his face wondering why his lenses and nose area is covered with black ink.

"This should be fun!" Tails smiled.

"I know!" MJ smiled. She then feels an extremely unnerved Sonic tugging on her leg looking very scared about visiting a water planet.

"Hey MJ, did I make fun of you or something? Tell it to me straight. I'll mend my ways! I'll do whatever you say!" Sonic begged her while shaking her body.

"Sonic…" MJ sheepishly chuckled at his antics.

"I beg you, let's go to Asteroid Coaster first, or better yet can we go home! TURN THIS TRAIN AROUND!" Sonic crazily speeds inside the train, wanting to get away from the water planet they're closely approaching.

"He's surpassing the speed of sound inside the train." Tails commented, a little amazed of his best pal's insane speed in such a small compartment.

"That's actually really impressive." Palutena commented.

 **BGM End**

* * *

 **Aquarium Park**

 **BGM-Sonic Colors OST-Area: Aquarium Park**

' _Welcome to the Exotic Aquarium! Any water you may notice on the floor is the result of our diligent house cleaning staff's mopping! And not evidence of a dangerous leak in the- oh heck with it! RUN FOR YOUR LIVES!'_ The Eggman PA exclaimed as the space train makes its stop inside a tunnel dome surrounded by aquatic life.

"Whoa! Look at this place!" Ruby ran out the train and stopped to look at all the Chinese-looking buildings inside this underwater aquarium. "It's like Mistral underwater..." She commented in utter amazement.

"I've never been in a place like this except for the time we visited the Seafloor Palace. How could anyone hate a place like this?" Pit asked.

"Uh, guys?" Tails sheepishly smiled while pointing them to Yang trying to drag a scared Sonic by the feet out of train.

"No no! Please! I don't do well in water! Can't you see I'm getting seasick here?" Sonic frantically asked.

"Oh right." Pit sweatdrops.

"PLEASE! I BEG YA! I'M GOING CRAZY!" Sonic shouted, clenching onto the floors, giving Yang a struggle to drag him out.

"You want to see crazy?" Yang grunted, using all her strength and was able to drag Sonic out of the train and both fall on the floor. The train closes its door and begins to leave the station.

"Hey! WHERE YA GOING?! WHAT ABOUT ME?!" Sonic exclaimed, quickly hopping back to his feet and makes a break for the train. Unfortunately for the hedgehog, it had already left the planet, leaving him stranded on this cursed water planet, for a few hours anyways. Sonic kneels down in disbelief, "Nooo…Come BAAAAACK!"

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Yacker's Plea**

The marvelous heroes walk through an underwater tunnel as they explore the planet. Ruby, Pit, and Tails run around the tunnel to get a good look at the aquatic life outside. "Amazing…" Ruby said as she spots a big fish swimming outside.

Spidey whips out his camera to take a few pics of his new environment. "Blake would wet herself if she saw all this fish." He said, knowing how his cat friend loves fishfood.

"Haha. Wet." Yang laughed from his little joke.

"That was actually unintentional."

"…Oh."

Sonic, as expected, is not enjoying himself like the others. He nervously walks by MJ and Palutena, staring at the floor and not bothering with the sight-seeing. "We should be careful. We don't know if the glass is sturdy enough." He said, nervous of drowning from a possible leakage.

"Let me test it out to check if it's SAFE." Palutena innocently smiles as she playfully taps her staff on the glass, which was enough to jumpscare Sonic, causing him to latch onto Peter's sticky back for to shiver in fear, much to the spider's sighing.

"Sonic…" MJ pinches her nose and shakes her head. "What are we gonna do with you?" She asked while Palutena giggles.

"Froggy, come baaack!" A voice was heard at the other end of the tunnel

"What was that?" Pit asked.

"Hey, I believe it's…" Tails said.

The D-Avengers follows Tails out of the tunnel where they confront a big purple cat wearing a belt and holding a fishing lure. "I can't find my friend, Froggy." He said.

"It's Big!" Ruby recognized the freedom fighter.

"Hey, Big! You come all the way up here looking for your pal?" Sonic asked as he hops off Peter's back.

"I'm sure he's around here somewhere…" Big replied.

"It's a big place. Have you looked over by that ride yet?" Spidey points at a ride where a few waterbikes are stationed for a glorious thrill on the water.

"Well, I tried to…But then they said I had to pass some test to get by." Big told them.

"A test? You mean like a mission?" Yang asked.

"All right. We'll go take care of it for you." Sonic grinned.

 **BGM End**

 **BGM-Sonic Colors OST-Aquarium Park (Act 1)**

All the heroes, including Mary Jane, hop on their own waterbike. "You sure you could handle this?" Spidey asked Sonic since they'll be riding on water.

"As long as we don't go underwater." Sonic grinned.

The heroic gang revs up their bikes and begins riding the beautiful azure river. "Woohoo yeah!" Pit exclaimed as he tricks off a ramp and lands perfectly.

"YAHOO!" Yang tricks off her own ramp, flipping in mid-air while performing incredible tricks.

Tails is enjoying himself, or was enjoying himself until he almost got shot at by samurai-themed Egg Pawns and Octobots. "We got company!" The fox informed, bringing out his arm cannon to shoot down the robots.

Mary Jane swerves from enemy fire and blasts through an Octobot with her repulsor gauntlet, "Got one."

While avoiding laser fire from more Octobots, Ruby equips her sniper rifle with an ice module. She shoots powerful ice pellets at the machines to freeze them instantly before cutting through them with a scythe slash. Palutena sticks her staff in the water and releases a wave big enough to swallow up the remaining drones.

"That should be the last of them." She informed.

"And the last of the road…" Spidey points to a dead end where the ride seems to end. "Where do we go now?" He asked himself until he sensed something emerging from beneath the waters. Drilling out from the river were a few Drill Wisps that looks like they want to help.

"Drill Wisps!" Ruby said.

The yellow aliens fly inside everyone's respective waterbike, giving it yellow shade and a giant drill in the front while also surrounding the heroes in a yellow dome to protect themselves from what's next. "I know where this is going." Yang grinned.

Sonic's eyes widen as he horrifyingly realizes their next route. "Oh no…"

"Down below!" Spidey commands everyone, and a reluctant Sonic to drill beneath the river, finding themselves utterly amazed at the gorgeous scenery underneath the park, passing by giant jellyfish among other aquatic animals. "What a beautiful sight." Spidey whistled.

More badniks appear underwater in the form of the shark-themed Jawzs robots. The heroes were easily able to drill through them as they continue searching for Froggy.

"I'm getting sick…" Sonic said, feeling really ill drilling through the water.

"You really don't like water. Don't worry. We'll find Froggy in a second." Ruby told him.

Tails and MJ searches one part of the ocean floor to search for Froggy. As they search around, Tails spots a small light shining behind some coral. "What's that over there?" Tails asked as he and MJ dives down to investigate. As they got closer and searched through it, they learn it was not Froggy they found but a blue chaos emerald.

"It's another chaos emerald!" MJ said. She presses a button to release a claw to grab the emerald and give it back to her. "How many is that? Five?" She asked.

"Yeah, but it's not Froggy." Tails replied. "Spidey, have you found him yet?"

"Nada! Spider-Sense isn't picking up anyone." Spidey replied.

"I'm not sensing his presence either. Guess Froggy isn't here." Palutena responded.

"Can we go now…" Sonic asked weakly.

"Yeah, yeah." Spidey helps Sonic drive back to the surface as they all meet back with Big.

 **BGM End**

 **BGM-Sonic Colors OST-Yacker's Plea**

"Sorry, Big. We didn't see Froggy in there." Ruby apologized to their purple cat friend.

"Oh no…Where could he be?" Big wondered.

"I'm sure you'll find him soon, Big." Pit said.

"He may even have gone back home already!" Sonic smiled.

"Hmm, I guess you're right. I'll go check…" Big leaves to continue searching Froggy by himself.

"We should get back to business too." Spidey said.

"Anywhere that's not _near_ the water this time." Sonic requested.

"Heh. Good luck with that." Yang quipped as they are standing in a water planet.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Yacker's Plea**

After meeting up with Big, the heroes continue their own search of the generator holding the planet. Spidey web zips to the tallest building he could find to scan a good chunk of the planet in hopes of finding it faster.

"Find anything?!" Ruby shouted from below.

"No! It's probably underwater!" Spidey replied.

"PLEASE be joking!" Sonic retorted as Spidey hops down.

"This aquarium is kind of pretty, don't you think?" Tails asked Sonic about the amazing underwater park.

"Well, I'll have to give them that, despite who built the place." Sonic agreed. They then suddenly hear loud footsteps coming closer as if there was a quake happening.

"An earthquake?!" MJ asked.

As it turned out, it was a pink hedgehog that almost all of them is familiar with, mostly Sonic, much to his dismay. "Aaaah! Soniiic!" She squealed in excitement.

"A-Amy?!" Sonic cried out in shock.

"Finally! Do you know how hard it is to find a guy who never stops running? Although that's part of your charm, I suppose. Aaaah!"

"A-Amy? Try to calm down." Tails said to her.

"Who's she, Sonic? Your _girlfriend_?" Pit teased, nudging Sonic in the elbow while smirking.

"She's not my girlfriend!" Sonic angrily retorted through his teeth.

"What was that, Sonic?" An angry Amy threatens to hit him with her hammer, much to Sonic's terror.

"Haha. She's like a hedgehog version of Yang." Spidey joked.

"What was that?" Yang gave her spider-boyfriend the calm, evil eye.

"N-Nothing!" Spidey nervously responded.

"Seriously! Now that I've got you, I'd love to see you in action again. Pleeeease?" Amy asked Sonic.

Sonic groaned, "Fine. What do you want me to do?"

"Just run around those ramps over there around that giant octopus statue. Show me your best skills!" Amy said.

"Okay. Be right back." Sonic gave a thumbs up before racing off to his challenge.

 **BGM End**

 **BGM-Sonic Colors OST-Aquarium Park (Act 2)**

The blue blur goes full speed around the water park, blitzing through badniks and Octobots like they were nothing. "This will be easy!" Sonic grinned. He zigzags through more robots and runs through a ramp before boosting above the water. "Don't want to go down there." He commented, relieved he doesn't have to dive underwater. He might've spoken too soon as a Sable agent almost blasted him, forcing him to leap away but to the waters instead. "Oh no, oh no, oh no!" He said frantically. Lucky for him, he was able to grab a Laser Wisp capsule as he falls and uses its power to bounce off the floating crystals in laser form to save himself. "Whew. That was too close." He wiped the sweat from his head as he continues running. He boosts through more Sable agents that attempt to halt his progress. "Ciao!" He winked while blitzing through them. He jumps to wall jump from walls and grabs a rocket wisp, absorbing its power to turn himself into an orange rocket and fly high into the sky. "There's the octopus statue!" He spotted the statue Amy was talking about before. He free-falls down to the statue to spot three water slides that's pouring out. "This better not take me anywhere deep." He said before riding the middle slide, having fun collecting rings and switching slides before hopping off to a mid-air dash ring to fly back to his friends.

 **BGM End**

 **BGM-Sonic Colors OST-Yacker's Plea**

"Piece of cake!" Sonic grinned.

"That was awesome, Sonic!" Ruby cheered for her friend.

"Oh! That was sooo dreamy! You're the best, Sonic! Marry me! Whoa. It's been so long since I've seen you, I'm kind of dizzy from it…" Amy said.

"Okay, you really need to try to calm down, Amy. Besides, aren't you a little too young to get married?" MJ asked the pink hedgehog.

"You're never too young when you're in _love_." Amy replied.

"Oh boy…" MJ sweatdrops.

"Tell me, Sonic. Where do you want to go for our honeymoon? The white sandy beach of some tropical paradise?" Amy continued talking.

"Say, guys, why don't I leave this to you…" Sonic whispered before running off, leaving his friends to contend with Amy.

"Wait, what?" Spidey retorted in confusion but he was already gone.

"Or maybe a secluded cabin in a romantic forest? What's the dearest? Speak up, I can't-Sonic? Soniiic!" She called out for her lover but he wasn't around anymore.

"He, uh…Said he forgot he had something to take care of and ran off." Palutena explained while sweatdropping.

"And we're going to do the same thing. Bye, Amy." Spidey and his friends leave Amy so they could go find Sonic and give him a smack for leaving them there.

"HEEEY! SONIIIIC! I WON'T FORGIVE YOU FOR THIS!" Amy shouted.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Theme of Sonic Colors (Title Ver.)**

 **Spidey: It's your favorite hero Spider-Man reporting! We are in deep trouble here.**

 **Ruby: You mean besides the fact we're fighting Hydro-Man, or the Hydro-Man of your world, in a water planet?**

 **Spidey: No need to get all sassy. How you holding up, Sonic?  
Sonic: HEEEEEEEELP!**

 **Spidey: I figured as much. This is gonna be tough one. Let's end this quick, Avengers!**

 **Next time in D-Avengers: Web Up the Stars:**

 _ **Hydrophobic Madness**_

 **Sonic: Why do you have a villain made out of water…**

* * *

 **KFX Here: Next chapter, the heroes will be fighting Hydro-Man, another classic Spider-Man baddie. Now, long-time fans of the "United Heroes" series might remember "a" Hydro-Man that appeared in** _ **Battle for Remnant**_ **and died later in the story. This is NOT the same Hydro-Man from back then. This is original, non-faunus, Earth-616 comic version of Hydro-Man now making his debut in the series, though Spidey did fight him off-screen a couple of times after the events of** _ **Battle of Remnant,**_ **so Spidey has dealt with him before.**


	14. Issue 11: Hydrophobic Madness

_Issue 11: Hydrophobic Madness_

 **BGM-Sonic Colors OST-Yacker's Plea**

' _In the unlikely event of an emergency, please find the nearest escape pod. For anyone not named Eggman, your escape pod can be found back at the planet still being assembled in the factory.'_ The Eggman PA announced. The D-Avengers ignore the voice as they stroll around the Chinese-like buildings, but all the walking around has gotten Tails's stomach growling.

"I could go for some food right now." Tails said, rubbing his stomach.

"I am getting pretty hungry." MJ agreed. "Palutena, have any food on ya?"

"Sorry. Pit sort of ate it all." Palutena replied.

"Pit…" MJ glared at the hungry angel.

"Sorry. Sorry." He apologized.

"Maybe there's a restaurant nearby, assuming any of them is decent." MJ muttered, unsure if the doctors are as good as making delicious food as they are conquering planets. Tails's ear twitches when he hears a familiar voice.

"Huh, sounds like something's going on over there." He said as they head towards the direction of the voice to meet two familiar people they met up not long ago.

"Froggy, where are you?" Big called out to his missing frog friend.

"I know you're worried, Big, but you're supposed to be helping me find-." Amy stopped talking when she spotted her blue hero and his friends approaching, screaming in joy, much to their dismay. "Ah! Sonic! There you are!"

"Is Sonic all she thinks about?" Pit asked Yang.

"Yyyup." Yang replied while giving a deadpan stare at Amy.

"Hey, Amy. Dragging Big into your crazy world now?" Sonic joked.

"It's your fault for always disappearing!" Amy protested.

"Wanna guess why?" Spidey quipped for her being a creepy stalker.

"Shut up, Webs! You don't simply understand the love between us." Amy retorted.

"True. I never had a relationship with a stalker before." Spidey joked, causing Amy to growl at him in annoyance.

"Big knows how important it is for the two of us to be together!"

"I'm pretty sure he's more concerned about Froggy." Pit sweatdropped. "Shouldn't we continue searching for him?"

"Nah. We're tired from searching. Entertain us, Sonic!" Amy smiled at her self-proclaimed boyfriend.

"Again?" Sonic sighed. "Fine. If it'll get you to leave us alone. Yo. Spidey. Ruby. Pit. Gonna need your help for this one."

"Don't drag us into YOUR crazy world." Spidey said with his arms crossed, with he, Ruby, and Pit glaring at the hedgehog, not in the mood to be part of his little game.

"You already did when we met." Sonic quipped. "C'mon. Let's race around the area. You guys versus me." He grinned at them.

"You can surpass the speed of sound in less than a second. How is that fair?" Spidey asked, knowing that all three of them couldn't hold a candle to Sonic's speed.

"Just use the wisps to keep up. Now let's get started." Sonic grinned as he gets a head-start, leaving his friendly opponents groaning before they race off.

 **BGM End**

 **BGM-Sonic Colors OST-Aquarium Park (Act 3)**

Sonic quickly takes the lead above his friends, boosting on the streets and through ramps without breaking a sweat while his friends linger way behind. "C'mon guys. This is too embarrassing. I'm not even trying here." Sonic smirked to his pals in last place.

' _Cocky sonofa…'_ Spidey thought while swinging through the air at max speed, but even while he's able to keep up with Pit and Ruby, they are so far away from Sonic.

"Even at top speed we'll never catch up!" Ruby said.

"Really? I always thought you were as fast as Sonic." Pit responded.

"Oh no! I am LEAGUES behind him! He doesn't seem to ever get tired." Ruby replied.

"We'll just have to use the wisps like he said. Keep a lookout!" Spidey ordered.

Ruby was able to grab a Rocket Wisp and absorb its power through her Crescent Rose to transform it back to a rocket launcher. She fires a speedy rocket and quickly hops on it to ride it all the way to Sonic's position, who was surprised to see her caught up.

"Hey there, Sonic!" Ruby smirked at him.

"Well, well. I'm impressed. But can you match this speed?" Sonic accelerates even faster, much to the little huntress's shock.

"No way…" Ruby said in amazement.

Pit flies in and grabs a Hover Wisp, absorbing it through his bow to transform it into the green-colored Hover Wisp Staff. He spots a trail of rings in mid-air and gets an idea. He uses his new staff to travel along the trails of ring in at almost light speed and caught up to Sonic. "Look out!" Pit fires multiple tornadoes in Sonic's path to abrupt him.

"You guys are serious. I like it!" Sonic smirked before he got swallowed up by a tornado, but with the use of his own Sonic Wind, he counteracted it and continue racing off, still in first place.

"That was fast, even for you, Sonic!" Big commented on the race so far with the others.

"Like a whirlwind sweeping through town to carry off my heart!" Amy said, fangirling again.

"The others aren't doing so bad themselves." Palutena commented.

"I bet everyone who sees that wishes they could run or keep up with Sonic." Tails smiled.

"I want to run too!" Big said.

"Not 'til you lose some weight there, champ." Yang said to the cat.

Spidey web zips into a Laser Wisp and quickly absorbs it to enhance his webbing. He spots plenty of floating crystals that might help him catch up to Sonic. The wisp-powered web-slinger fires a lengthy laser webbing at the prisms as his body dematerializes to travel through it as energy, redirecting off the crystals to catch up with the speedster hedgehog.

"Can't lose me." Spidey said to Sonic.

"I think I can." Sonic quipped. The hedgehog runs on water and uses this time to speed up even more, leaving behind a giant wave that envelops the web-slinger and causes him to lose momentum and fall to the water. With no one else to oppose him, Sonic runs to the finish line as the victor.

 **BGM End**

 **BGM-Sonic Colors OST-Yacker's Plea**

"Nailed it!" Sonic grinned, giving a thumbs up as a wet Spider-Man, Ruby, and Pit walk up to the group.

"Why did we even bother?" Spidey asked.

"Ooh, wow! You really are the best, Sonic!" Amy cheered. "I'll bet all that running has made you hungry, huh? Well, good thing I made us a picnic lunch! Let's eat it together, Sonic! Tee hee, a picnic at the aquarium… Yay! We're totally on a date, aren't we?" She asked Sonic, making him groan in tiredness.

Big sniffs the food, "That does smell good. Can I join the picnic?" He asked.

"You guys do know we're in the middle of Eggman's base, right?" Tails asked them.

"Which we need to shut down right now. We'll catch you later." Spidey said, swinging into the air with his friends not far behind.

"Bye! Good luck!" Amy and Big waved at their interdimensional friends, wishing them luck in their adventure.

 **BGM End**

* * *

The D-Avengers return to their quest finding the generator holding the planet. When they finally located it, they immediately went to investigate, leaving Tails and MJ to their own things like finding a decent restaurant to eat, regretting not eating with Amy and Big at their picnic.

"Man, running past all those fist put me in the mood for sushi." Sonic said as they approached the generator.

Ruby hears her stomach growling and rubs it, "No kidding. I could REALLY go for some sushi."

"I doubt the docs had the decency to put a good sushi joint in this park." Spidey said.

' _Remember ladies and gentlemen, try the newest experience here at Eggman's Incredible Interstellar Amusement Park, The Bucket O'Sushi. Now with FISH!'_ The Eggman PA was heard.

"Really? I mean, really?" Pit remarked.

 **BGM-Sonic Colors OST-Sugar Armada Appears**

"Ugh, like I was sayin'." Spidey grunted. His spider-sense warns him of a giant robotic submarine shaped like a fish appear to confront the heroes.

"Another generator, another robot soon to be accompanied by a member of the Sinister Six just waiting to be clobbered." Yang smirked while smacking her fists in excitement for battle.

"Hey, did somebody here order a clobbering?" Sonic asked the non-talking submarine. "Are you sure? It says somebody ordered an extra-large clobbering topped with everything." The ship continues to silently blink at the hedgehog.

"Looks like we got the wrong address, Sonic." Spidey joked.

"Okay. Tell ya what. We can't take this thing back so we'll give you an extra-large clobbering for nothing. Hope you're hungry." Sonic smiled as they prepare for battle, but as soon as they could do anything, a giant hand made out of water appears on top of the submarine. "Or thirsty?" Sonic responded with a shocked look on his face. The water hand immediately grabs the Avengers and drags them inside a large water dome with the submarine.

 **BGM End**

 **BGM-Sonic Colors OST-Vs. Captain Jelly and Admiral Jelly**

The heroes are in deep trouble now. They are trapped inside a water dome with no air to breath and are slowly being crushed by the water hand that dragged them in there. Palutena quickly charges up her power to releases a burst of energy that frees everyone for some "breathing" room. Everyone can feel themselves about to drown so they had to think fast. Spider-Man, Ruby, and Yang presses the center of their costumes that forms an aqua suit around them, allowing them to cough for a while before finally gasping as they are now safe to breath. Palutena uses her staff to form herself, Pit, and an increasingly scared Sonic a bubble shield, which allows them to breath underwater.

"Is everyone alright?" Palutena asked her friends as they land on top of the submarine.

"We're fine!" Ruby replied.

"Thank goodness for giving us these aqua suits, Spidey." Yang thanked the webhead for additional costume change for situations like this (Peter upgraded Team RWBY's clothing in _Spider-Island DX_ ). "Now who's the dirtbag who almost drowned us?"

"AHAHAHA!" A maniacal laughter can be heard inside the water dome as if it's everywhere in the water.

"Show yourself, you coward!" Pit demanded.

"Can't you tell? I'm everywhere, punk! Allow me to introduce myself!" The heroes see a man slowly forming himself, wearing a blue aqua armored suit with a chest reactor powered by Hyper-go-on energy, and his legs covered in a whirlwind of water that really sends chills to Sonic's spine. "Hey, D-Losers! I hope you're thirsty for some pain, because I'm about to rain all over your parade!"

"Hydro-Man? Not good." Spidey remarked in shock and fear.

"Hydro-Man? I thought he died." Ruby said, remembering months ago they once fought another Hydro-Man back on Remnant. That one, who was called Morris Bench, was once a member of the White Fang, one of their best in Vale. At the time, Norman Osborn, aka the Green Goblin, was working with the White Fang when he traveled there and uses his science to transform Bench into that world's Hydro-Man, then later died during the Goblin War.

"That was the Hydro-Man of YOUR dimension. This is the Hydro-Man from MY dimension. Showed up a while back after that whole mess." Spidey replied.

"Ooooh. Make sense." Ruby replied.

"Drink up!" Hydro-Man blasted the heroes with a powerful water blast. If that wasn't enough, the submarine is firing homing torpedoes at the heroes, forcing them to swim for their lives, or in Sonic's case, hurriedly jump away from them and Hydro-Man.

' _This is THE worst place to fight Hydro-Man. He can control all forms of water, and we're fighting in a water planet. He's practically a god here.'_ Spidey thought as he barely dodges large water spikes Hydro-Man shoots from his hands, obviously using the energy of the Wisps. _'And if that isn't enough, he can use the Wisp. That's great. JUST great.'_

"WHY DIDN'T YOU TELL ME YOU FIGHT A GUY MADE OF WATER?!" Sonic shouted at Spider-Man for never telling him about Hydro-Man.

"Didn't you defeat a malevolent water god before?" Palutena asked him about the time he fought Chaos.

"THAT'S NOT THE POINT!"

"Sorry. It's kinda my fault he's like this in the first place." Spidey apologized.

Sonic silently turns to the spider, wondering what he's talking about while looking stunned to the face, "…What do you mean?"

Spidey begins sheepishly scratching his head before he embarrassedly explains himself, "You see, this is all happened after a fight with Namor and I helped a crew drop a special generator into the ocean, and Morris Bench was thrown overboard when it happened and got his powers. Actually, I accidently knocked him off the ship."

"…You mean, you created the living personification of my worst fear trying to kill us?" Sonic asked, still looking very stunned.

"Exactly." Spidey non-chalantly shrugged.

In a blue flash, Sonic forcefully grabs onto Peter's suit while staring at him dead close, "WHY WEREN'T YOU MORE CAREFUL?!" He yelled at the reckless spider-hero.

"Sonic, this isn't the time for this…" Spidey sheepishly smiles.

Hydro-Man takes this opportunity to attack while they're distracted. He blasts Sonic and Spidey with a large water beam, flinging them away as they scream.

"Sonic! Spider-Man!" Ruby exclaimed.

"I got them!" Palutena uses her powers to catch Peter and Sonic before they got too far. Pit and Yang were able to trick the torpedoes to destroy the dome surrounding the ship's control and pull the lever, causing it to sink while they get off to deal with Hydro-Man.

"You think that'll be enough?" Bench taunted them. Pit fires cannon shots that did nothing to Hydro-Man when he dematerialized into the water itself, with all of his shots having missing the target entirely. "In here, I am invincible!" He unleashes a barrage of wisp-enhanced water cubes at Pit. "You can't touch me, no matter how hard you try!" He said as Yang did just that, trying to attack his large face but her powerful hits simply pass through him like he wasn't there, then gets blown away by a giant water punch. "I doubt I'll need to use the aliens to beat you!" He then laughs.

"It's a good thing he's too overconfident in his power, he's just fighting us inside this dome instead of outside, otherwise we'll really be in trouble." Spidey said, relieved Hydro-Man is too dumb not to use the full fury of Aquarium Park for an easy win.

"We're in trouble right now!" Pit retorted as they dodge and swim from the multitude of water fists that surrounds them. Sonic hurriedly swims to a drill wisp capsule to use its power, transforming into a yellow drill to dart at the giant liquid face of Hydro-Man, surprisingly doing some decent damage on him.

"It looks like the wisps have some effect on him." Sonic informed.

"Too bad it won't be enough!" Hydro-Man forms a giant water fist to uppercut Sonic.

"Spider-Man, we need a plan!" Ruby said while she and Palutena attack Hydro-Man with rapid gun-fire, but even the attacks from a god has no effect on living water who controls the entire dome filled to the brim with it.

"I'm thinking, I'm thinking!" Spidey had to think fast while dodging fast from Hydro-Man's vicious attacks from all corners. He takes a second to stare at the downed robot submarine and gets an idea that might defeat the liquid menace. "Got it. Pit! Gonna need you here!" He called out to his angel buddy.

"I'm here!" Pit replied as he meets up with him.

"Good." Peter nodded before he calls out to Bench to initiate the first phase of his plan. "Hey, Hydrant-Man! Is that all you got? Where's the A material, you low-level, second-rate goon!" He mocked him.

"What're you doing?! He's gonna kill us!" Pit retorted, thinking Peter had gone nuts.

Hydro-Man growls in anger and unleashes a devastating water blast that knocked Spider-Man and Pit straight at the submarine, with a loud thump heard from the collision. "Pit! Spider-Man! Are you two alright?!" Palutena asked through telepathy.

' _Ugh…We're fine. Just distract him. I have an idea. I'll give you the signal what to do.'_ Peter replied.

"Understood." Palutena said as she helps Sonic, Ruby, and Yang attacking Hydro-Man.

* * *

 **Inside the submarine…**

"Was that your plan? Almost get us killed?" Pit asked Spidey as they swim through the insides of the submarine.

"I needed Hydro-Man to get off our backs for a little while." Spidey replied.

"What are we looking for down here?" Pit asked him.

"I need you to find a laser wisp and bring it to me once I find the electric panel. I'll use it to release a massive electrical discharge that should weaken Hydro-Man for a finishing attack from Palutena." Spidey explained. "Hurry. The gang won't last much longer."

"On it!" Pit agreed and hurries to find a laser wisp.

* * *

 **Back outside…**

Yang and Palutena unleash a barrage of firepower that does absolutely nothing against Hydro-Man in the invulnerable state he's in. Even after Sonic and Ruby spin around rapidly to form an underwater tornado, the aquatic super-villain unleashes a powerful burst explosion using the burst wisp power to scatter them from his sight. "Once I'm done with you fools, there will be no one else to stop the Sinister Six!" He declared.

"Spidey better hurry up. We can't take much more of this." Sonic muttered.

* * *

 **Back inside the submarine…**

"Pit, I've found the electric panel! Where's the wisp?" Spidey asked through his earpiece. A loud explosion happens behind him just a few feet away. He sees Pit holding onto a laser wisp capsule while repeatedly firing arrows at a robot admiral named Admiral Jelly and his bunch of small robot pirates.

"I found the wisp!" Pit throws the wisp at Peter, who quickly absorbs its power and fires multiple laser webbing that destroys all the pirates except the admiral, which Pit successfully defeats with a double slash, causing it to blow up.

* * *

 **Back outside…**

"AAAAAAAARRRRRRGH!" Sonic's team scream in pain as a now giant, liquid Hydro-Man proceeds to crush them with his liquid hands, slowly breaking their bubble shield or aqua suits that's protecting them from drowning.

"READY TO DIE?" Hydro-Man asked them and he gets ready to deliver the final crush.

* * *

 **Back in the submarine…**

Spider-Man shrouds his right hand with laser energy combined with his electric webbing, quickly pressing his hand on the electric panel. "NOW!" He overcharges the panel with electricity, quickly sending it throughout the ship.

The amount of energy coming from the ship starts to discharge the whole water dome, and by extension Hydro-Man himself as he feels immense pain shocking his entire body, just enough to free Sonic's group from his grasp.

' _Palutena! Unleash all your power! Heat him up!'_ Spidey ordered her.

"Gotcha! By the power of light!" Palutena summons her halo and unleashes all her light energy to overheat the water and Hydro-Man. The amount of heat proves too much for Bench as he could feel his body drying up.

"AAH! TOO HOT! CAN'T…MAINTAIN… FORM…AAAAAAAAH!" He screamed as the water in the dome quickly dries up until he was nothing but a puddle and an energy reactor, which Peter promptly crushed as he and Pit stepped out of the submarine, freeing the wisps trapped inside while Palutena traps the villainous puddle in another jar.

"You're all dried up, Hydro-Man." Yang punned, continuing the trend to always make one after every Sinister Six battle.

"We need to wrap this up soon before her puns wash us up." Spidey said with a pun of his own, making everyone groan except Yang, who laughs at his pun.

 **BGM End**

 **BGM-Sonic Colors OST-Free from Nega-Wisp Factory**

The victorious heroes return to the generator area where they find it deactivated after Hydro-Man's defeat. "Great job, guys." MJ said as she and Tails approach them.

"You know us. We aim to please." Sonic replied.

"Well, we're TOTALLY pleased…and a little nauseous." Tails said as he and MJ rub their aching stomachs.

"You guys didn't?" Spidey asked, having a good guess what they did while they were fighting.

"We…grabbed a bite at the The Bucket O' Sushi." MJ said, feeling dizzy and sick to the stomach.

"What's the verdict?" Ruby asked them.

MJ and Tails quickly put their hands on their mouth in disgust. "They're cruelty knows no bounds." Tails answered.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Theme of Sonic Colors (Title Ver.)**

 **Spidey: It's your favorite hero Spider-Man reporting! I'm getting a bad omen from this place.**

 **Palutena: Asteroid Coaster. I sense some wisps in the area but they feel…different.**

 **Spidey: Are these the ones you're talking about? Hey! One of them just went inside me!**

 **Palutena: Spider-Man, are you alright?!**

 **Spider-Man: Gaaaah!** _ **GRRRAAAAAAAAAGH!**_

 **Next time in D-Avengers: Web Up the Stars:**

 _ **Voiding the Frenzy**_

 **Ruby: These new wisps look kinda scary. What happened to them?**

* * *

 **KFX Here: Four more chapters, plus an epilogue until this story is done. Shadow and Omega will show up next chapter so look forward to that along with some of the heroes using the new Nega Wisps.**


	15. Issue 12: Voiding the Frenzy

_Issue 12: Voiding the Frenzy_

 **BGM-Sonic Colors OST-World Map**

"So Asteroid Coaster is our last pit stop?" Sonic asked the redhead on the space train ride to the last captured planet in the amusement park.

"Was that supposed to be a pun?" Pit glared at the hedgehog.

"Unintentionally." Sonic grinned.

"Looks like." MJ replied to Sonic's earlier question, checking her map to confirm.

"What's Asteroid Coaster like?" Ruby asked curiously.

' _Next Stop, the Asteroid Coaster. Zoom along through and sometimes into space debris, then lose your lunch in Zero-G.'_ The Eggman PA announced in time to answer Ruby's question.

"That answers that." She remarked.

"Once we shut down the last generator, all the planets that have been captured should be freed." Tails said.

"Let's be careful. We still got two members of the Sinister Six left." Spidey reminded.

"We know Ock is one of them. Wonder who's the last guy." Yang wondered.

"I'm sure we'll find out." Peter replied.

"Let's not forget Silver Sable." Pit reminded his teammates.

"Right. I'm almost positive we'll see each other again before this is over." Spidey nodded.

Palutena takes a minute to look through the window, spotting their destination of what appears to be an asteroid field with a skull-like face with toxic green eyes. "I can see our destination. It looks to be in an asteroid field." She informed.

"Sounds tricky to navigate." Sonic remarked.

"I'm also sensing a cluster of _dark energy_ somewhere in the area." Palutena sensed.

Peter uses Perfect Synchro, an ancient technique to use the light and darkness (he learned this from _Flaming Web of Light and Shadow_ ), to sense the dark energy Palutena sensed, shrouding his eyes in purple energy. "I can sense it too. It feels like it's coming from the Wisps, is it?" He asked the goddess.

"That's what I believe. I'm not quite certain." She replied.

"Let's stop first to get a better idea what's going on." Sonic suggested.

"Good idea." Spidey agreed.

 **BGM End**

* * *

 **Asteroid Coaster**

 **BGM-Sonic Colors OST-Area: Asteroid Coaster**

' _Welcome to Asteroid Coaster, accident free for 45 minutes!'_ The Eggman PA said as the train stops inside an asteroid station. The interdimensional heroes walk out of the station, observing all the asteroids and decorative planets in the area. There are some asteroids filled with more of that green toxic waste erupting like a volcano. And the area is filled with rails and roller coasters made out of prehistoric spikes and bones.

"I'm getting a _bad_ feeling about this place." MJ commented.

"There's definitely something going on here but this place is too big. We'll have to split up." Spidey suggested. "Palutena. Go with Sonic and Yang. Try to find the source of that weird energy. The rest of us will search for clues for the generator."

"Understood." Palutena nodded.

"I'll actually go with them. Just to keep the teams even." MJ said, wanting to join Palutena's group simply for that reason.

"I know by now nothing I say will change your mind. Just be careful, okay? Leave the reckless stuff to Sonic and Yang." Spidey joked.

"Sure thing, tiger." MJ smiled.

"Let's take that roller coaster. It should lead to somewhere." Sonic suggested as he points to the bony coaster.

"All right!" Yang exclaimed in excitement as Sonic's team race off to ride the roller coaster.

"Aw man. I want to ride on the roller coaster." Ruby said, sulking.

"C'mon, Ruby. You can ride as many death traps when we spot them. Let's go!" Spidey replied.

"Really?! YAY!" Ruby replied happily as she quickly joins up with her team to explore the Asteroid Coaster.

* * *

Team Spidey avoid the toxic waste pits as their journey takes them inside an asteroid that appears to be a factory. Once inside, they are quickly greeted by a handful of prehistoric themed-Octobots and Egg Pawns wielding clubs, as well as some Sable agents.

"Freeze!" A Sable agent ordered the heroes.

"We're just exploring the park. Isn't it open to everybody?" Spidey quipped.

The soldiers start firing on the heroes just as quickly as they dodged their attacks. Spidey spams his impact webbing to incapacitate a good chunk of enemies. Tails spin attacks an Octobot and barely dodged a Sable agent before shooting him down with his arm cannon. Pit was able to cut through the Egg Pawns' clubs before they could smash his head while Ruby slices up the remaining baddies before they got the chance to finish her.

"The docs' robots just keep getting stronger, huh?" Ruby remarked, feeling a bit exhausted from the battle.

"And these Sable agents are still giving us a workout." Pit said while cracking his neck.

"Yeah. Still nothing we can't handle, though." Spidey said confidently. As soon as he said that, a loud laser shot was heard from the distance, and not too far away from them.

"Whoa, what was that?!" Tails shrieked.

"It came from over there!" Spidey stated as they head further down the asteroid factory. There they spotted the dimwitted bots, Orbot and Cubot, confronting a familiar, but deadly robot shooting around the place.

" **Whoaa, check it out! That thing is sweet!"** Cubot, still with the pirate accent, commented on the big robot.

" **Looks like one of the boss's creations."** Orbot said.

" **Terminating Eggman's robots!"** The deadly robot fires another laser at an Egg Pawn simply minding its own business.

" **Whoa! A laser beam! I wish I had a laser beam!"** Cubot said.

" **He's awfully aggressive for one of the boss's robots, isn't he?"** Orbot asked.

" **Must be going through a rebellious teen phase."** Cubot believed.

" **That would explain it! You're pretty smart sometimes, you know that?"** Orbot said to his partner.

" **Conversational analysis result: targets confirmed Eggman henchmen. Destroy."** The big robot turns his weapons to the now-scared dimbots until Spidey's team arrived to check out the situation.

"Hey guys. What's this, infighting?" Spidey joked.

"Hi Omega!" Ruby happily waved at Team Dark's walking arsenal.

"You're pretty ecstatic meeting a killer death machine." Pit said to Ruby.

"Ruby likes weapons as much as she does cookies." Tails joked. "And Omega's packed with all sorts of amazing weaponary."

"Weapons that can decimate a country!" Pit remarked.

" **Avengers! Heeelp!"** Cubot cried out to the heroes.

"What, and miss the chance to watch some robot-on-robot brawling action?" Spidey quipped.

" **Meanie! Monster! Heartless beast!"** Orbot cursed the heroes.

"When you call me that, I see no reason to help out." Spidey quipped.

" **Aww, c'mon matey! You save everybody else!"** Cubot begged.

"Ugh, fine. C'mon, Omega. These guys aren't worth the effort." Spidey told the death machine.

" **Understood."** Omega replied and deactivates his weapons, much to the relief of the shape-bots. **"Condition: you will supply physical specification data."** He requests from Spider-Man.

"You want data? From me?" Spidey asked.

" **Correct."** Omega replied.

"Not from us?" Pit asked, feeling he, Ruby, and Tails are left out.

" **You can assist him, but I won't be analyzing your data."** Omega replied.

"What? We're not special enough?" Pit glared at the robot.

" **Affirmative."**

Pit groaned, "I hate main character exclusive attention." He muttered.

"Hehe. Okay. What's the mission?" Spidey asked.

" **Mission objective: Destroy all enemies inside this factory."** Omega ordered him.

"What? You couldn't think of something harder? This is gonna be too easy." Spidey cockily replied before they travel through the asteroid for baddies to smash.

 **BGM End**

 **BGM-Sonic Colors OST-Asteroid Coaster (Act 1)**

The young heroes cause as much trouble as they could to get all enemy troopers in the factory run up for their beatdown. Pit equips himself with a Palm weapon and fires multiple sidestep-shots to knock out the Sable agents and Octobots. Ruby rushes in, pressing a button on her scythe to form an energy scythe on the other side of her weapon, using her new double-headed weapon in conjunction with her speed to slice up the robots in rapid succession. She quickly spins her double-headed scythe to block laser pellets from an Octobot before letting out a battle cry and slice it to shreds. Meanwhile, Tails spin dashes under a cluster of Sable agents and scatters them with a small capsule containing explosive dummy rings he throws. One Sable agents tries to slice him but missed, leaving him open to an extending boxing glove from Tails's arm cannon.

"You guys need to stop embarrassing yourselves. It's getting kinda sad." Spidey quipped, effortlessly kicking and punching his enemies out with one hit while making fun of them. Omega watches from the distance, scanning Peter's data as he fights. After Peter roundhouse kicked a Sable agent to the ground, he sensed something dark and sinister vastly approaching him. "Huh?" He turns around to see a wisp, but it looks a little more menacing than the others. For one, it's colored purple. It has no eyes and a jagged-pointed head, with a wide, sharp fanged-like mouth in the style of a jack-o-lantern.

"What kind of wisp is that?" Peter asked himself. Before he could get an answer, however, the purple wisp flies into his body. "Oh…My body…It feels twisted…It feels like I'm wearing the symbiote…What's going… _ **GRAAAAAAAAGH!**_ " The hero lets out a monstrous roar as his body begins to change from absorbing that purple wisp. He gains the usual neon color correlated to the wisp he absorbed, but there's more to this one. He looks a little bulker with his new demonic appearance. He has gained multiple, sinister eyes similar to a spider, and grown two extra pairs of arms, as well as a serrated mouth with sharp teeth.

"S-Spider-Man…" Ruby is shocked, startled, just like her friends beside her, of Spidey's monstrous-looking transformation.

"What happened to him?" Pit asked as the transformed Spider-Man starts tearing through his enemies like a wild beast.

"I think he absorbed a Nega-Wisp!" Tails answered.

"The HECK'S a Nega-Wisp?!" Pit replied.

"It's a Wisp completely depleted of its Hyper-go-on energy." Tails explained.

"Will Spider-Man be okay?" Ruby asked in concern of her friend.

"He should be. They function like any other wisp, so the transformation shouldn't last." Tails answered. "Let's hope he doesn't go too overboard."

"What is that thing?!" A Sable agent asked in terror, before getting lariat by the Nega Spider-Man.

" _ **GROOOOOAGH! Not sure what happened, but this isn't too bad."**_ Spidey said, still in control of himself, just sounding more beasty and demonic, acting a little more berserk. He smashes all three of his left arms straight through an Egg Pawn, but not destroying it completely as he opens up his hands to web yank three Sable agents to his other fists to brutally knock out. _**"Lucky for you guys, I'm still sane enough NOT to totally crush you into bits. It would be gross to see your spleens and hearts goozing all over the floor. That's disgusting."**_ He senses a group of Octobots coming towards him, so he quickly lunges at them, transforming into a demonic spider with a powerful jaw to chew them up, transforming back to his more humanoid man-spider form to spit out their tentacles. _**"You guys taste like oil. And why do I feel two feet taller?"**_ He asked himself, looking a little bigger after chewing on those turns again to more Sable agents and blast them with energized impact webbing straight out of his mouth, ensnaring them in purple webbing. He lets out a mighty roar, _**"GROOOOOOOAH! GAHAHAHA! I am a beast! Nothing can stop me now!"**_ He proclaimed, and was quickly proven wrong when the part of the ground he's standing starts to collapse from his frenzy and causes him to fall into the toxic waste. _**"Me and my nega mouth."**_ He calmly quipped. He quickly releases a web to yank himself back to solid ground just as his transformation ran out and returned him to normal.

 **BGM End**

"Oh…That was not fun." Spidey rubs his head from that experience.

"That's not what it sounded like a minute ago." Pit said as the others meet up with him.

Ruby hugs Peter in relief he's back to normal, "I'm so glad you're okay."

"Sorry about that. I was in a bit of a frenzy." Spidey replied.

"No kidding." Tails said, just before the frenzy wisp flies out of Peter's body and begins talking to them.

" _& 52#CX$12Z!"_

"What is it saying?" Spidey asked the fox with the translator.

"I don't know! I can't understand him! It's too far gone!" Tails replied.

" _& 52#CX$12Z!" _

"But it doesn't take a translator to tell that it's mad." Tails said.

"Yeah, but they should be mad at Eggman and Ock, not us." Pit retorted.

"I believe they are mad at them. That's what I felt." Spidey said, after absorbing the nega-wisp came to sense they are not really evil nor do they like what the doctors did to them.

"So…they're on our side?" Ruby asked carefully.

"Believe so." Spidey replied as Omega walks up to meet them. "Hey Omega. Liked what you see?" He quipped at the robot.

" **Spider power data possess limitless potential. Suspected error…Does not compute."** Omega said, having a hard time processing how amazing Spider-Man's abilities could really be when he goes all-out.

"You'd be surprise the stuff I can make with my webbing." Spidey quipped.

" **Acknowledged. Attack data stored for use in later function upgrade."** Omega said.

"Ooookay." Spidey raised a confused eyebrow.

"Did anyone see where those two robots ran off to?" Ruby asked, looking around for Orbot and Cubot but it looks like they left during the chaos.

" **Trace not possible. Targets lost."** Omega said.

"You should be mining data from those junk heaps' lightning-fast escapes." Tails chuckled.

"We should get going and find that generator. Hope Lady Palutena and the others found what they're looking for." Pit said, wondering how the others are progressing.

* * *

 **With Sonic's team…**

"WOOHOO!" Sonic cried out in excitement, riding the roller coaster along with MJ, Yang, and Palutena through space, who're all having as much fun as the hedgehog. That fun was quickly cut off when they noticed the track wasn't finished, leading to a bottomless pit. Sonic quickly grabs MJ before they all hopped off the roller coaster and landed on the outside of an asteroid factory.

"Whew. That was way too close." Sonic stated, wiping the sweat from his head.

"Why have this place open when the tracks aren't even finished yet?" Yang asked.

"Don't know. Ugh, this planet's all gloomy and cold." MJ shivered. "I'll be happy to get out of here."

"It certainly doesn't feel like an amusement park…" Palutena commented. The team then heard what sounded like jet skates getting closer, and before they knew it, they were greeted by a black hedgehog that looks similar to Sonic.

"Hmph, finally." He said to the group.

"Shadow!" Sonic, Yang, and MJ shouted in surprise to see the Ultimate Life Form in Asteroid Coaster.

"Didn't think I'd find you guys still hanging around here." Shadow said.

"And what do you mean by that?" Yang asked, annoyed.

"You four have a job to do. Go take care of the Doctors." Shadow stoically replied.

"Are you here to help us, Shadow?" MJ asked.

"Hmph. I see no reason." Shadow crossed his arms.

"Is he always like this?" Palutena asked.

"Yup. Doesn't know any other personality other than brood." Sonic joked. "All right. We'll be going." As the team turns around, Shadow stops them.

"Before you go." He said.

"What?" Sonic asked.

"It's been awhile…Let me make sure you haven't gone soft, Sonic." He smirked.

"Is it that time of the year where I kick your butt again?" Sonic cockily smirked.

"This time it'll be different. One-on-one. The girls can sit back and enjoy the show." Shadow said.

"I'm fine with that. Here I come, Shadow!" Sonic spin attacks his dark rival but Shadow was able to block it with his arms. He then kicks Sonic straight into a nearby asteroid field and teleports to continue the fight.

"Looks like this will take a while." MJ commented. "In the meantime, let's search this area to find anything important."

"I am sensing a large amount of that "dark energy" I felt before here." Palutena said, reminded of the strange negative energy she felt from the train ride over here, unaware it's coming from the Nega-Wisps.

"Good. I was getting bored." Yang said, stretching her arms before all three girls head inside the factory.

 **BGM-Sonic Colors OST-Asteroid Coaster (Act 2)**

Back with the fierce battle between two speedy hedgehogs, Sonic is kicked by Shadow to an asteroid, leaving him stuck there. He shakes his head while lowly groaning before he noticed Shadow coming in with lightning-fast spin attack. The blue hedgehog leaped into space to avoid his attack and counters with a homing attack. Shadow deflected the attack with a kick and the two hedgehogs start clashing their respective homing attacks in the openness of space, with each of their attacks growing fiercer and fiercer after every clash before they send each other on top of a small planet. The two hedgehogs glare at each other for a quick second, then proceeds to charge up their own spin dash. Once they've charged up, they collide their attacks, right off the planets they were standing on into the middle of the sky. They stay in the air for a minute until Sonic tried to kick his rival only for himself to get kicked by a teleporting Shadow. Sonic lands on another metal planet and growls, homing attacks some asteroids to send at Shadow. The black hedgehog easily punches through them before unleashing his chaos spears at Sonic. The blue hedgehog counters with a wave of air from a kick, causing their attacks to cancel each other.

"You've improved." Shadow grinned.

"So have you." Sonic smirked.

"Time to get serious." Shadow stomps on the planet Sonic was standing, dashing over to punch him. Sonic takes a sidestep from his punch and gives him a roundhouse kick to the back of his head. Shadow quickly lands on his feet and teleports up close for brutal punches on Sonic, finishing off his combo with a kick that flings the blue hero straight through a nearby wisp capsule containing a mysterious new violet wisp. It's similar in giving a menacing look like the frenzy wisp, but instead has a round head with five curved-back tentacles around them, making them look like swirls.

"Huh?" Sonic stares at the weird violet alien before the thing flew inside him. In a span of a few seconds, Sonic is turned into a large, ghastly, smokey black orb with violet outlines. It has pupil-less yellows eyes and a wide sinister smile with serrated teeth that glows yellow. This "Violet Void" immediately lets out a monstrous roar and begins to suck up everything like it's a black hole, from the small asteroids to the metal planet Shadow is standing as he tries to hold on.

"Tch. This is troublesome." Shadow muttered. He fires some chaos spears at the void, only for them to be sucked up like everything else, growing larger and larger with everything it swallows up. "Gotta get out of here." Shadow teleports back to the spot he found his allies for safety, but it looked like it didn't matter, as Sonic just transformed back to normal before he could really cause some chaos.

 **BGM End**

"Whoa!" Sonic finds himself falling down in space but quickly saved himself by bouncing off the few asteroids he spotted back to where Shadow's standing. "Sorry about that. Was feeling a little voided." He punned. "Wanna continue?" He asked Shadow if he's still interested in continuing their fight.

Shadow let out a small smirk, "Heh, no need. Looks like I don't need to be too worried."

"What was that? Were you worried I'd get hurt trying to rescue the aliens?" Sonic joked.

"Hmph!"

"I'll just take that as a compliment."

"I have to get going. See you later, Sonic." Shadow said before teleporting out of his sight.

"Thanks, Shadow." Sonic smiled, then starts to notice his friends are gone. "Huh? Where did everyone go?" He asked himself.

* * *

 **Inside the Asteroid Factory**

 **BGM-Sonic Colors OST-Nega-Wisp Factory**

A couple of Egg Pawns patrol a long hallway for any intruders that dare enter this restricted area only allowed by those that work with the doctors. As one Egg Pawn walks pass a corner, MJ, Yang, and Palutena poke their heads out from it. The Egg Pawn takes a second to stop and look back just as the girls reeled back their heads. The stupid bot scratched its head before it walked far away enough for the girls to emerge from the corner.

"Okay. I think we're in the clear." MJ said.

"You sure there's something here?" Yang asked their goddess pal.

Palutena nods, "I do, and we're close. I can feel it."

"Come on." MJ gestured the girls to follow her, sneaking past the few robots in the facility until they arrived at a heavily fortified door that requires the scan of an Egg Pawn to open. Palutena silently uses her powers to grab an unsuspecting Egg Pawn and lift it up to the scanners to gain access to inner sections of the factory before she destroys the robot and they head deeper inside.

"What is this place?" Yang asked, but once they've walked in closer, she receives her answer, and a few shocked gasps from herself and her friends from what they've just uncovered.

Without looking away from their discovery, MJ slowly dials up the rest of her friends. "Guys…You should come over here. I think we found something." She said while staring at the huge factory where thousands of Wisps are being converted into Nega-Wisps.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Theme of Sonic Colors (Title Ver.)**

 **Spidey: It's your favorite hero Spider-Man reporting. Look at all those aliens being converted. The docs have gone too far this time.**

 **Ruby: Guys. Has anyone seen Yacker?**

 **Spidey: I'm sure he's fine. They all will be once we shut down that generator.**

 **Sonic: Hey look! It's the guy with the fishbowl for a head!**

 **Spidey: Had a feeling he'd be part of the Sinister Six. Let's get this over with, bubblehead! We have an alien race to save!**

 **Next time in D-Avengers: Web Up the Stars:**

 _ **Misty Mysteries**_

 **Pit: Those aren't real, right?**

* * *

 **KFX Here: We're nearing the end, folks. I'm aware some of you asked about Wolverine and Raven and what's been going on with that. They are simply FRIENDS, people. Friendly rivals, actually. Can't see how you saw anything else beside that. It can't always be about shipping, people.**


	16. Issue 13: Misty Mysteries

_Issue 13: Misty Mysteries_

 **With Spider-Man's team…**

 **BGM-Sonic Colors OST-Area: Asteroid Coaster**

' _Please beware for the spikes on the Asteroid Coaster! They are sharp! Really?! We have to warn people about spikes?! Like they won't notice the spikes! I mean, come on! The cars are nothing but spikes! Unbelievable! Wha...? Uh... My... my what is still on.'_ The Eggman PA shouted from the loud speaker.

Minutes before they received the call from Mary Jane about something she found, Spider-Man's team continue exploring the Asteroid Coaster for the generator. They fought more of the doctors' goons while sometimes going outside to explore the metal planets floating in space. As they hopped onto a ring of a Saturn-looking planet, they are surprised to be confronted by the two dark members of Team Dark, Shadow and Omega.

"I've been waiting for you, Spider-Man." Shadow greeted the webhead.

"Huh? Who's that? He looks like Sonic." Pit asked.

"Shadow? What are you and Omega doing?" Spidey asked the black hedgehog.

" **Location found: Eggman and Octavius's secret ride."** Omega answered, pointing to a more-advanced looking roller coaster in the middle of this planetoid.

"A secret ride?" Ruby remarked.

"The doctors seem to be hiding something there." Shadow replied.

"Hiding what?" Tails asked.

"Maybe it'll take us to the generator. Either way, we'll know once we go see it." Spidey said as they all hopped onto the roller coaster. "See, Ruby? I promised we would ride a roller coaster."

"YAAY! Let's go!" Ruby squealed in excitement.

 **BGM-Sonic Colors OST-Asteroid Coaster (Act 3)**

The roller coaster slowly starts to rise as it follows the lengthy, dangerous track upwards. The heroes start to sweat from how high they're rising while Shadow and Omega showed no emotion. Pit hurriedly tries to put on his seatbelt, only to be horrified to learn there isn't any. "Uh, where are the seatbelts?" Pit asked as they continue rising higher.

"There aren't any." Spidey calmly replied.

"What kind of roller coaster doesn't have seatbelts?!"

"The kind made by evil scientists that want us dead."

"We're going to die!" Pit exclaimed as they get closer to the top.

"You maybe. My butt is glued to my seat." Spidey replied as they stand on the top, very high in space, with Ruby and Tails looking terrified to see how far down they're going to travel.

"Curse your spider POWEEEEEERS…" Pit screamed for his life, along with his friends as they move right down to the bottom at terrifying speeds. As for the dark duo, Shadow and Omega continue to express no emotion whatsoever, even during the ludicrous sharp turns, loopty-loops, zig-zags, and a dozen more various tracks.

"I DON'T LIKE THIS RIDE ANYMORE!" Ruby screamed while holding onto Tails for her dear life. While screaming, Spider-Man senses that the track ahead of them isn't finished yet and leads to nowhere.

"THE TRACK ISN'T FINISHED?!" Spidey exclaimed.

"LOOK! THERE'S ANOTHER ONE!" Tails shouted as they spotted another coaster beside them. Everyone quickly leaped off the current coaster to ride the new one, leaving the former to fall down to space and explode into bits.

"Too close!" Pit said. Unfortunately, the fun has only begun as they hear a loud rumbling coming from behind them, which happens to be the head of a giant, prehistoric dinosaur bone head chomping its way to them. "AAAAHAHAAAAA!" The scared angel screamed.

Spidey shoots a couple of web balls at the skull but they had no effect and instead were eaten. "My webbing has no effect on it!" He said.

"Leave this one to us." Shadow grunted. "Chaos Spear!" He launches a yellow energy spear at the skull.

" **Annihilate!"** Omega stated as he launches a couple of rocket launchers in conjunction with Shadow's spear, packing enough destructive power to blow the dino-skull into dust, with no traces of it to find.

"Thank goodness!" Spidey said. He senses that the track is once again about to reach an unexpected end, with no available coasters left to hop to. There was no need, however, when he saw they were approaching a small building down below. "Jump! NOW!" He ordered. Everyone jumped down from the coaster just mere moments before it flew off the track. Everyone safely landed right in front of the building with no harm done. "That was exhilarating. Let's never do that again." He quipped.

 **BGM End**

"This must be it. Let's check it out." Shadow said.

Everyone follows him inside the building. Thankfully, there doesn't seem to be any guards patrolling the area, and whatever security was watching the place was easily disabled by Peter and Tails. They all walked inside a big laboratory with some computers and discs, as well as prototypes for the Sinister Six's Wisp-powered body harnesses and blueprints of a "Nega-Wisp looking robot".

"Wonder what the docs are hiding? Tails, can you hack into this computer?" Spidey asked the genius fox, pointing to the large computer in front of him.

"Give me just one second and I'll crack their system wide open." Tails sits on the chair and begins typing on the computer and then something popped up on the screen. "Project "Mother" a success…Massive energy source secured. "Mother" beyond control. Subject escaped. Current whereabouts unknown." He read.

"Project "Mother"?" Ruby questioned what it is.

"It looks like the results from some experiment." Tails replied as next to him a console opens up, revealing the sixth green chaos emerald. "A chaos emerald!" He said as he takes the emerald out of the console.

"Hmph. Disappointed haul for a promising lead." Shadow grunted.

"It wasn't all bad. We got a chaos emerald and some new info. Thanks, you two." Spidey replied. He then receives a call from MJ and answers his cell phone. "MJ?"

' _Guys…You should come over here. I think we found something.'_ She informed him.

"Be right there." Spidey then hanged up the call. "MJ found something. We should go." He told his friends.

" **Remaining time: scarce. Hurry!"** Omega told them.

"We will. C'mon, guys!" Spidey nodded before running out the door.

"Hey, wait up! Spideeeeey!" Tails shouted as he, Pit, and Ruby rush off to catch up with the web-slinger.

"Finally, a little peace and quiet." Shadow sighed.

" **Inquiry: why did you give the D-Avengers information?"** Omega asked the black hedgehog.

"I'm happy to leave the racing around all day to them, thanks." Shadow replied.

" **Unable to process. According to data, your ability surpasses most of them."** Omega said.

"That just goes to show that data won't tell you everything." Shadow replied.

" **Does not compute…"**

* * *

 **With Sonic's team…at the Nega-Wisp Factory**

 **BGM-Sonic Colors OST-Nega-Wisp Factory**

Sonic runs inside the factory when he received MJ's call. He continues running only to stop when he found Mary Jane, Yang, and Palutena staring at something that has left them completely stunned. "Found you. What have you found?" Sonic asked them as he walked closer beside them, then sees what got them speechless: a large factory filled to the brim with Wisps being drained of their power and turn into Nega-Wisp. "Whoa…This is where they convert them into the strange…negative…aliens with the freaky energy."

"They're modifying them to power their mind control device." Palutena told him.

Yang growls in anger as she pounds her fists together, "Those monsters! Rgh, when I get my hands on them…"

A second later, Spider-Man's group found the others inside the factory. "Oh, there you guys are." Tails said. "We weren't sure if this was the place. Did you find…anything…interesting?" He slowly stopped talking after they are horrified to see the aliens being converted for the doctors' evil purposes.

"What…what is this?" Pit asked, completely stunned of what they're witnessing.

"Can't believe it. They've captured thousands of aliens." Spidey clenches his right fist in rage of the doctors' cruelty. "They've gone too far. We have to get them out."

"Guys. I haven't seen Yacker for a while." Ruby said, starting to feel really worried for their alien companion who has mysteriously disappeared for quite a while.

"I'm sure he's okay, Ruby. First, let's help these guys!" Yang assured her sister.

Before anyone could do anything, they find themselves getting shot from behind. They turn around to find they were coming from Silver Sable running towards them with her favorite dual-pistols. Spider-Man tries to throw a punch but Sable quickly kicked him to a wall and points both guns to his face, ready to fire at him at any time.

"You've harassed my men, destroyed my equipment, and cost my clients MILLIONS. Give me one good reason I should not kill you all right now." Sable said to the heroes.

"Listen. We don't like you, you don't like us. But your clients are draining innocent creatures of their power to control everyone on our worlds. If you don't believe me, look over there." Spidey points Sable to the Wisp-converting factory beside them.

"What is this?" Sable asked, surprisingly clueless of what's been really going on.

"You seriously didn't know? The docs are going to use the aliens you've captured to create a mind control weapon." Sonic told her.

"Mind control?" Sable responded.

"If we don't stop them, everyone will be under their control, including Symkaria. Please, you have to help us." Ruby said, trying to convince the silver-haired mercenary to help them.

"We can continue fighting each other, or we can stop them, But not both. Please, Sable." Spidey said to her.

Sable thinks about her next decision carefully, slowly backpedaling away from Peter while still locking her guns at him. While glaring at Spider-Man while taking a few steps back, she starts to lower her guns and put them away in her belt. "…I will shut down this factory. You focus deactivating the generator."

"Does this mean we're good?" Spidey asked.

"For the moment."

"Works for me."

"Hurry. Mysterio should be located east of this factory, 3 miles from here." Sable informed them.

"Mysterio? Alright, we're on it." Spidey turned to his team. "Let's go. We have a generator to shut down."

Everyone nods in agreement and leave Tails, MJ and Silver Sable to shut down the factory, with the former two looking at the captured aliens in concern.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Sugar Armada Appears**

Following Sable's directions, the D-Avengers successfully located the last generator, only to be greeted by another of Eggman's robots: Frigate Skullian, which looks remarkably similar to the robot ship from Starlight Carnival excepted upgraded with more weapons and a red-and-black color scheme.

"Can he think of anything more original?" Pit mocked the doctor for practically reskinning his old robot.

"You know, I don't like what you're doing to our friends in there." Sonic said to the robot while standing beside Spidey. "It's messed up. So we're gonna mess you up."

"And he's talking to the robot again." Ruby sweatdropped.

"You gotta love them being consistent." Palutena smiled. The robot doesn't react at all, just stood there doing nothing while Sonic and Spidey stretch their arms and legs.

"Yeah, that's right. We're stretching. You got a problem with that?" Spidey taunted. "We wanna be able to fully enjoy taking you and your pal Mysterio without some pulled muscle slowing us down." He said while his friends continue giving the red-and-blue duo a deadpan stare as they finished stretching.

"Okay, now we're ready. Of course, if you want to run away, please feel free." Sonic taunted. "There's no shame in it…Well, maybe a little shame." The robot continues non-reacting to the heroes' childish taunts.

"You guys don't talk much do you?" Spidey asked.

"Nooooo!" Their friends said sarcastically.

"Fair enough. Don't say we didn't warn you." Sonic shrugged.

Pit face-palms to shake his head of their stupidity. Just then, a mysterious purple fog starts to blanket their feet all around the area. "Hey. What is this?" He asked as the heroes wonder where the fog came from.

Spider-Man's spider-sense was able to pick up the problem and turns to its source and is surprised of what he's found. "Yowza!" He said.

The others turn to the sky and are surprised to be confronted by a giant, laughing costumed-supervillain wearing a purple cloak and a ghastly skull inside the fishbowl for a head that could fit a whole ocean (Mysterio is taking his "Shattered Dimensions" design).

 **BGM END**

"I RECOMMEND YOU SHOULD RUN!" Mysterio slams his giant right palm on the heroes. They barely leaped away onto the road of light that emerged for them. As they stand up, they find themselves in a twisted, dark version of Asteroid Coaster fit to Mysterio's likening.

"Where are we?!" Ruby asked.

"We're in an illusion! This isn't real!" Spidey told her.

The Frigate Skullian starts to fly away with Sonic and Ruby chasing it on the ground, Spidey holding onto Yang to swing to the top of it, and Pit and Palutena fly above its side for battle.

 **BGM-Sonic Colors OST-Vs. Orcan and Skullian**

"BWHAHAHAHA!" The giant Mysterio laughs as he appears way far away from the heroes, almost as if he's part of the background itself. "YOU WON'T BELIEVE YOUR EYES WHEN YOU SEE WHAT I HAVE IN STORE FOR YOU."

"Mysterio! I'm gonna use that giant fishbowl for this year's Halloween candy!" Spidey quipped.

"PRY IT FROM MY DEAD CORPSE!" Mysterio replied.

"We won't kill you, but by the end of this, you WISH you were dead!" Yang threatened him.

Spidey, Yang, Pit, and Palutena unleash everything they got at Mysterio while Sonic and Ruby fight the robot ship. Mysterio laughs, mocking the heroes when none of their projectile attacks don't even come close to touching him. "Our attacks aren't touching him! Are you sure this is an illusion?" Pit asked.

"THIS IS NO ILLUSION. YOU ARE IN MY REALITY! OBSERVE!" Mysterio uses the power of the Nega-Wisps to summon a small army of dark frenzy monsters (taking a more humanoid shape of the Purple Frenzy form Sonic would take when using the frenzy wisp) to attack Spidey, Yang, and even Pit and Palutena from the air. The four of them fight valiantly but does come across some problems. Some of the frenzy monsters were able to bit on Yang's legs and Spidey's arms before they punched them off. The flying frenzy monsters blitz the Skyworld heroes wildly, making it hard to properly attack them.

"They need our help!" Ruby said to Sonic while they still fight the robot ship.

"They know what they're doing! Let's focus on weakening this thing!" Sonic replied, side-stepping from the machine guns. He leaps in to destroy the machine guns with his homing attacks, leaving it to Ruby to strike the main engines a few times before they leaped away for safety. The damage they cause on the ship caused it to drop down two wisp capsules containing the rocket wisp, which they quickly grabbed before they fell off the road. The ship uses a new mechanic to allow it to teleport, taking Spidey and Yang, who were standing on top of it, inside a purple rift.

"WHOA!" They both shouted before they got consumed.

"Spidey! Yang! Are you there?!" Pit asked. The rift stayed open to launch asteroids at them, forcing the remaining heroes to dodge them and the lasers Mysterio's firing until the ship reappeared with their friends.

"Don't want to go in there again." Spidey said.

Sonic and Ruby speed up under the ship for their team-up attack. "Here we go, Rubes!" Sonic said.

"Alright!" Ruby replied as she absorbs the rocket wisp into her gun-scythe just as Sonic does the same.

"DOUBLE ROCKET!" They both shouted, hitting the bottom of the warship with their respective rockets, dealing double damage and causing it to explode and reveal twelve robots powering the vessel, along with the face of the ship, which is a creature with eye-stalks, similar to a snail.

"PERSISTENT LITTLE PESTS, AREN'T YOU? NO MATTER! HERE'S ANOTHER TRICK I SAVED JUST FOR YOU!" Mysterio snaps his hands, using the void wisp to summon multiple rifts around the heroes, then uses the laser wisp to fire lasers through the rift themselves and attacking the heroes.

"This is too much!" Spidey remarked, even with his spider-sense, dodging these super-fast lasers are a pain.

"DON'T LIKE. LET ME GIVE YOU ANOTHER." Mysterio uses the power of the spike wisp, summoning multiple pink spike balls through the rifts in an effort to crush their skulls, but they were able to dodge in time and leave several spiked balls on top of the ship, giving Yang an idea how to attack Mysterio.

"Attack Mysterio through the rifts!" She suggested.

"Not a bad idea!" Palutena agreed.

Spidey and Yang throw the remaining spike balls through the rifts, which end up back on Mysterio's side to hit his bubblehead. Pit and Palutena does something similar, firing their attacks through the rifts to further damage Quentin Beck's glass dome.

"It's working! We're hurting him!" Pit said.

"GAAAH! YOU'D THINK THAT WOULD STOP ME?! THE POWER I HAVE GAINED HAVE TURNED ME INTO THE MASTER OF THE ARCANE ARTS!" Mysterio arrogantly said.

"No, you STOLE that power from the Wisps! It's our job to stop you from abusing their power anymore!" Palutena said.

"THIS ISN'T POWER YOU CAN STOP WITH WORDS!" Mysterio opens up another rift next to Palutena and proceeds to crush her with his bare hands, causing her to scream in pain. "I'VE ALWAYS WANTED TO KILL A GOD!" He said menacingly.

"Leave her alone!" Pit flies in and strikes at his hands, freeing Palutena while causing Mysterio to roar in pain.

"Here's a present for ya!" Spidey throws Yang into the open rift, teleporting her above Mysterio. She delivers a few good, brutal punches on his glass dome for a head before he tries to smack her away, but she escaped back into the rift before it closed, teleporting back to Spidey's side.

"How you liked that trick?!" Yang smirked.

"YOU ARE STARTING TO GET ANNOYING." He said with cold maliciousness. He unleashes a huge rift in the sky, combining the frenzy and rocket wisps to rain down a storm of dark rockets down on the ship. Yang was able to deflect most of them, but one of the rockets hit Spidey and knocked him off the ship screaming.

"SPIDER-MAN!" Yang shouted.

Peter was about to web himself back up, but unfortunately, Mysterio grabbed him in a black hole using the void wisp, keeping him stuck there while he's slowly being stretched apart in pain.

"NOOO!" Spidey screamed in pain, not sure how long he'll last.

"MWHAHAHAHAHAHA!" Mysterio laughed in enjoyment seeing his greatest enemy suffer.

Yang wonders what to do how to save Spidey. She frantically turns everywhere for anyway to save him. It was then she quickly spotted a void wisp capsule summoned after Sonic and Ruby did more damage on the ship. With no other options, she throws the capsule at Spider-Man, allowing the void wisp to fly inside him and give him an extra power boost of negative energy. In an instant, he roars monstrously, transforming back into the same Nega Man-Spider form he turned when he previously absorbed the frenzy wisp, only with a different shade of purple. With this new power, Spider-Man breaks free from Mysterio's black hole and stomped back down on the ship.

"HOW DID YOU…" Mysterio is left stumped on how Spider-Man escaped.

" _ **I'll end this once and for all!"**_ Spider-Man declared. He opened his mouth and unleashes a powerful vacuum that sucked up all the asteroids and, to everyone's surprise, the Frigate Skullian ship whole. As he and Yang land on the road of light, the Man-Spider fires a humongous dark web shot from his mouth at Mysterio, packing enough force to further crack his helmet and get him on his knees.

"THIS CAN'T BE HAPPENING! I AM MYSTERIO!" Mysterio said.

" _ **It shouldn't be a "mystery" you're losing! Get ready everyone!"**_ Spidey fires multiple web strands on Mysterio's head and uses his strength to reel him in. _**"Hey, master of the bubblehead arts! Get ready to kiss on our fists!"**_ He said, reeling him into Yang's hard-hitting fist, then to Pit's arm weapon, then straight smacking to Palutena's staff, leaving him available for a strike from Ruby's scythe, then a powerful homing attack from Sonic.

"IMPOSSIB-!"

" _ **RRAAAGH!"**_ Spidey delivered the final blow, using his available arms to smash through his fishbowl head, knocking him away with a large hole in his head.

"RAAAAAAAAAAAAGH!" Mysterio roared as surprisingly he starts to blow up and pop out a smaller version of himself onto the road, revealing he was piloting a giant mech of himself to do all the work.

"You cannot defeat me! I am Mysterio, master of the mystical arts-!" He said before Spider-Man shattered his glass dome, revealing his normal face as he falls down unconscious just as Spider-Man turns back to normal.

"Keep quiet. Everyone's tired of your babble from that fishbowl." Spidey said as his illusion stage starts to disappear, returning space back to normal.

"So Yang, what boss-beating puns you have for us today?" Sonic asked the blond pun master to make another unfunny joke she's been consistent with throughout this adventure.

"Oh, uh…You've been _mystified_ …" She punned before scratching her head. "Yeaaah, that wasn't my best work."

"Like the others were a masterpiece." Spidey joked, causing everyone to laugh but Yang, who stands there annoyed with her arms crossed.

 **BGM End**

 **BGM-Sonic Colors OST-Free from Nega-Wisp Factory**

As Palutena shrinks Mysterio to trap him in his own fishbowl head, the sensational Avengers return to the generator to find it has, at last, been deactivated. "Whew! That was almost difficult." Sonic joked as MJ and Tails arrived to meet them.

"Guys! You did it!" MJ smiled.

"Couldn't have done it without you two!" Spidey complimented the two.

"Thanks! Hey, we all deserve some kind of reward." Tails said as they walk together.

"Yeah! Let's go to an amusement park or something!" Sonic joked.

"Uh…aren't we already in one?" Ruby remarked, confused.

"He meant one, y'know, less evil than this one." MJ explained to her.

"Ooooh…" She said, finally realizing the joke, causing herself and her friends to laugh together.

"So, are all the aliens getting free?" Palutena asked MJ and Tails.

"Looks like it. Once the power went off the locks vanished." Tails answered.

"What about Silver Sable?" Yang asked.

"She left after the place shut down. Don't know where though." MJ replied.

"I sure hope Yacker's OK." Pit said with a worried tone.

"I'm sure he's fine." Spidey cheered him up. "You guys don't think the mind control weapon still works?"

"Not without power flowing to it. I think we're all good." Tails answered.

"That's what I like to hear." Sonic smiled as they all walk back to the space train.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Broken Chains**

On the transport train back to Tropical Resort, everyone takes some time to relax after a hard day of work. While looking through her phone, Mary Jane gets a glance of something interesting happening outside through the window. "Guys, look!" She said to her friends. Everyone looks outside with her to see the tractor beams that have been attached to each planet to keep them in orbit start to flicker, then quickly disappear into nothingness, freeing the planets captured by the doctors.

"SWEET! The tractor beams are gone! The planets are free!" Tails said happily.

"We did it! We saved the Wisps!" Pit exclaimed happily.

"YAHOO!" Ruby cheered joyfully.

"Boo-yah!" Yang smiled, bumping fists with Spidey and MJ.

"All right!" Spidey smiled.

"I'm so proud of you all!" Palutena smiled.

"Was there ever any doubt? I mean, really? Great job everybody." Sonic smiled as they all high-five together for a job well done.

 **BGM End**

* * *

 **Tropical Resort**

 **BGM-Sonic Colors OST-Finally Go Home**

Finally arriving back at Tropical Resort, the Avengers can see so many Wisps playing around in the area, happily flying around having no longer under the control of the doctors or the Sinister Six.

"We did good." Spidey smiled to see the Wisps having fun, which is the best reward he could ever ask for.

"With all the generators destroyed, we can blow this joint and head home. We did it!" Tails said to his friends.

"'We'? We don't remember you or MJ fighting off any insane robots or costumed nutjobs." Sonic teased.

"True. Well, good job to you on inventing a translator that allowed us to speak to the aliens and figure out exactly what we needed to do so we weren't running around the park looking like idiots." Tails said.

"Which would've taken longer if you didn't find a map of the whole place, or found six chaos emeralds without getting yourself almost killed by a giant sand monster or a giant mech wearing a fishbowl." MJ smirked. "Oh no wait, that was us!" She and Tails said simultaneously.

"Hehe." Spidey chuckled.

"Hm…Good point." Sonic replied.

"Either way, we can get out of this crazy place and go home." Yang grinned.

"Don't we still have Eggman and Doc Ock to deal with?" Pit asked.

"We already stopped their plan. Besides, I'm hungry. I wanna go home now for some cookies, or more of Peter's chicken curry. Just without the dumplings." Ruby smiled.

"Ruby…" Spidey glared at her, causing her to giggle.

"I'm starting to like being a superhero." Palutena smiled. They all see the Wisps happily flying around them, with the cyan wisp snatching Peter's camera from his back pocket.

"Heeey." Spidey whined as he tries to reach for his camera.

"Looks like the aliens are happy to be going home too." Tails smiled.

"It looks like we're in the middle of a party." MJ noticed.

"The middle? We ARE the party. I think we're their guests of honor." Sonic smiled.

"Totally!" Tails said, flying around with the Wisps and Pit while Sonic starts breakdancing. Ruby plays around with the Wisps. Yang, MJ, and Palutena dance with some of them. And Peter watches the cyan wisp that took his camera take a group picture of their saviors with the hundreds of his alien brethren.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Theme of Sonic Colors (Title Ver.)**

 **Spidey: It's your favorite hero Spider-Man reporting! We freed the planets, saved the aliens, and I would like to go home now.**

 **Eggman: Ho ho ho! You've done it again, you meddling kids!**

 **Sonic: You're late to the party, docs. Are you here to apologize?**

 **Octavius: You don't actually think we would, do you?**

 **Spidey: Duh. But what else are you going to do? You're all out of toys.**

 **Octavius: Ha ha, are we? What about a mind-control cannon chock full of energy?! Just give up now and save us all the effort!**

 **Next time in D-Avengers: Web Up the Stars:**

 _ **Hyper-go-down Mayhem**_

 **Ruby: We need to get out of here! The place is falling apart!**

* * *

 **KFX Here: It's endgame, now! Hope you enjoy the final boss(es).**


	17. Issue 14: Hyper-go-down Mayhem

_Issue 14: Hyper-go-down Mayhem_

 **The Doctors' Secret Lab**

 **BGM-Sonic Colors OST-Dr. Eggman Appears**

"Mwahaha!" Octavius laughed while looking at the status of their completed mind control weapon with Eggman. "Those naïve heroes thought they won just because they destroyed all our generators. It's no matter! We've kept them busy, long enough for our mind control cannon to be full of energy for our goals!"

"Yes! We WILL have the last laugh!" Both he and Eggman said at the same time. Cubot applauds his master's speech but Orbot looks to be confused.

" **The last laugh? How is laughing last special? Isn't that like being the slowest one to get the joke?"** Orbot asked.

" **Yeah, I laugh last all the time,"** Cubot said, now sounding like a typical gangster. **"People look at me like I'm an idiot. Fogetaboutit!"**

"That's because you ARE an idiot!" Both doctors pointed at the cubed bot. He becomes extremely confused as he took the time to think while spinning his head.

" **You talkin' to me?"**

"Yes, we're talking to you! There's nobody else here, so we MUST be talking to you!" Eggman exclaimed, ignoring Orbot. "Why haven't we fixed your voice chip yet?!"

" **Yo, quit bustin' my batteries over here, I been workin' on it all day."** Cubot replied, turning his back to his bosses with his arms crossed.

"What does that even mean?! Oh, never mind." Otto said he presses a button on the console, which switches it out for a switch. "In a few seconds it won't matter anyway since three worlds will only have "two" things on their minds."

" **What's that, boss?"** Orbot asked.

"He he… _Us_." The doctors sinisterly said, shocking the shape-bots as Eggman pushes the switch forward, activating their mind-control cannon.

 **BGM End**

 **Outside the Amusement Park**

 **BGM-Sonic Colors OST-Hyper-go-on Surge**

Outside, somewhere below Tropical Resort, the arms of the mind control weapon shift into position. The lights of the main hub go dark as the cannon begins to charge, aiming at the unexpecting Mobius down below, just waiting to be mind-controlled before Earth and lastly Remnant. Unaware to everyone, the arm of the Tropical Resort robot the heroes beaten hours ago was still stuck on one of the cannon's arms. The arm starts to crack, and then explodes, causing a massive chain reaction that detonates the mind control cannon and sends the accumulated negative energy from the Wisps flying in every direction, with one impacting the half-destroyed moon, bursting in energy and coating it with a purple smoke. Now the energy starts to go out-of-control, forming a massive black hole that starts to consume the park little-by-little until there'll be nothing left.

 **BGM End**

* * *

 **Back at the Secret Lab**

 **BGM-Sonic Colors OST-The Failed Plan**

The villains' jaw dropped after witnessing their entire plan just fail as they are hit by a major earthquake. "No! This can't be happening." Eggman cried in shock, slamming his fists on his hover-chair and kicked it away, causing it to spin around with Cubot getting hit by it. "It's backfiring. Impossible! How?!" He asked as Cubot somehow got off the chair with a smooth landing back to Eggman's front so he can continue sulking in shock.

Otto frantically scans the cannon's camera for what could've the problem, finding the arm of Rotatatron was the key to their defeat. "Where did that arm come from?!" He shouted.

" **Oh, I get it! Rotatatron's arm was jamming the cannon's firing lever!"** Cubot said.

" **Ohhh! So that's where that thing went to!"** Orbot responded.

" **Whew, glad to have that figured out. It was just KILLIN' me! Well, g'night."** Cubot said.

"Our plans were ruined right from the beginning! Impossible!" Otto said, repeatedly slamming his arms on the console.

" **Yo, what do you mean impossible? Your plans have been crushed by Spider-Man and his buddies for like, eh, ever. He stops you like it's his job or somethin'. In fact, I'm not sure there was a plan he didn't stop."** Cubot said to the octo scientist.

"What are you talking about? He hasn't stopped all of them." Otto retorted.

" **Name one."**

"Um…"

"I can't even remember the last time I've beaten Sonic myself." Eggman pondered.

" **Way to pay attention pal."** Orbot patted his buddy in the back, causing him to straighten up with his head turning, until his old voice returned, sounding just as annoying as before.

" **Thank you buddy. Hey! My voice…IT'S BACK! Alright!"** Cubot cheered.

" **Ah, there's the sweet sound my auditory processors know and love."** Orbot said happily.

Eggman face-palms, "Now I remember why we changed his voice chip. Eh, no matter! We may have suffered a set back, but this thing's FAR from over!"

"WE WILL "CRUSH" THE AVENGERS!" Both doctors declared. Otto holds onto Eggman's hover-chair as his partner hopped back and they ascended up to a secret backup room, leaving the shape-bots all alone.

 **BGM End**

" **They both get an A for effort, that's for sure."** Cubot said while Orbot just sighs.

* * *

 **Tropical Resort**

 **BGM-Sonic Colors OST-The Core**

Back at the main hub, the heroes all feel the same earthquake as the Wisps began flying away. "Uh, guys. My Spider-Sense is tingling." Spidey said.

"Gee. I wonder why?" Yang asked sarcastically.

"Did you make dumplings again?" Palutena joked.

"I doubt I could cook something this dangerous." Peter replied.

"SPIDER-MAN!" Everyone turns to see Silver Sable running towards them.

"Silver Sable!" Ruby said.

"What's happening?!" Spidey asked her.

"The doctors' machine has failed! This whole area is gonna be swallowed by a black hole if we do not escape!" Sable informed them.

"When I feel the ground shaking under my feet and see plumes of dust rising and rubble tumbling and aliens running for their lives, yeah, I think it's a good time to escape." Sonic joked. "So, how about we all make like Eggman's hairline and recede?"

"This isn't the time for jokes, hedgehog. You all have to get to space elevator immediately!" Sable retorted.

"I agree with Sable! We need to get out of here!" Tails said.

"Sorry, couldn't help myself. We're outta here." Sonic apologized.

"Yeah! Running now!" Pit cried out as they all start running, except for Spidey, who notices Sable is moving the opposite direction.

"Sable! Where are you going?! The elevator's this way!" Spidey asked her.

"Go on without me! There is still something I need to fix!" Sable told him, still having one mystery job she needs to atone.

"But there's no-!"

"GO SPIDER-MAN!"

"Spider-Man! We need to move!" Mary Jane shouted to hurry him up.

Peter looks at the ground, shaking his head as he's going to regret his next action. He leaves Sable to her own wishes as he web swings back to his friends while she runs to do her own thing.

 **BGM End**

* * *

 **Terminal Velocity**

' _Critical Systems Failure! Repeat, Critical Systems Failure! All attraction access is temporarily suspended. Please evacuate the park via the emergency exit ahead. This is all YOUR fault!'_ The Eggman PA announced.

"OH SHUT UP!" Yang shouted back. Finally, they made it back to the space elevator, with only one ride left that should be able to fit everyone and take them home before the park is destroyed.

"Time to bail!" Sonic exclaimed.

 **BGM-Sonic Colors OST-Sugar Armada Appears**

Just before they could open the elevator, Peter senses trouble heading their way. "Spider-Sense!" He exclaimed as they see a menacing looking purple robot shaped like a Nega-Wisp fly over the elevator to the opposite side so the two doctors piloting the machine can properly greet their final guests.

"Isn't that?" Tails asked in shock.

"It can't be!" Sonic said in shock, with he and Peter stepping in front of Tails and MJ to protect them while everyone else whips out their weapons, glaring at the deadly machine.

"Look who FINALLY stopped hiding in their mother's basement!" Spidey mocked.

" **Leaving so soon?"** Eggman asked as he opens up the cockpit so he and Octavius can greet their enemies. "There are no lines, and we've saved the best rides for LAST. At least let us STAMP your hand so you can come back in."

"That was just…UGH!" Yang growled, either irritated she got out-punned by a fat man, or was not a fan of that pun whatsoever.

"No! I don't want to come back here!" Ruby exclaimed. "Can we go home now?!"

"I rather go to a normal amusement park! Without the death traps and black holes!" Pit exclaimed.

"We can fix that. You can have ALL the amusement you want, once we SHIPPED you to the outer reaches of space and become your own souvenir!" Otto replied.

"Ugh. I know you're trying to be clever with this whole amusement park pun thing, but it's just coming off lame." Sonic mocked the doctors, which makes them very angry.

"Just say you're going to destroy us and stop embarrassing yourselves. You guys are better making cliché threats." Spidey quipped.

"Curse you two!" Eggman growled. "Not only do you foil our plans, but our speeches as well! We work hard on them!"

"No matter. We WILL destroy you and we WILL be victorious! Is that better?" Otto asked the two jokesters.

"Like, a million times better. Thank you." Sonic grinned.

"What is this machine you've built, doctors?" Palutena glared at the evil scientists and their newest creation.

"Hehe. You sure you want to know?" Otto evilishly smirked. "This robot is special. We've perfected the armor we equipped the Sinister Six, powered by the energy from your little friends. He is INVINCIBLE."

"Not even the combined MIGHT of ALL the Avengers could stop us! So we'd say it's been nice knowing all of you…but it hasn't." Eggman said.

"Invincible? Hah! I would like to test that our myself." Yang smirked.

"I dunno, Yang. You weren't there when these two almost destroy Manhattan with one of their robots and left the Avengers powerless." MJ said, remembering the first team-up Eggman and Otto had when they created the ISO-Emperor months ago. Even the combined might of heroes from Earth and Mobius were utterly powerless until Sonic and Spider-Man used the chaos emeralds to stop them.

"I have to admit I'm a little scared. I don't think we can beat this guy." Tails said.

"You guys worry too much." Pit smiled. "It's us against them. We can beat them."

"But what about the black hole?" MJ asked.

"Lady Palutena can teleport us out when we're done. Right, Lady Palutena?" Pit asked happily.

"I'm sorry, Pit, but somehow the doctors are blocking my power using the Nega-Wisps. I can't teleport us away." Palutena said sadly.

"…Okay. We're in trouble." Pit remarked, now looking nervous.

Spider-Man can only think of one option. The car was the only way they could get back to Mobius, except for himself and Sonic. With his Spider-Armor he can materialize from his Webware at any time, he should be fast enough to fly down the elevator. And Sonic is self-explanatory. He looks at Sonic, who nods as he was thinking the same thing. He takes a quick glance of his worried friends then to the switch and then to the doctors. It's a big risk, but it's the best chance they got to save everyone.

"Spider-Man. Do you have any ideas?" MJ asked her ex.

"Yeah!" Spidey stated, and without hesitation, he pushes MJ, making a domino effect with Tails, Yang, Pit, and Palutena as they fell into the car.

"See you on the ground, guys!" Sonic said.

"Huh? Sonic! Spider-Man! No!" Tails exclaimed but it was too late as Peter web shoots the switch, closing the door.

"Spider-Man! What are you doing?!" Mary Jane asked loudly through the window.

"Guys, this is crazy!" Pit shouted.

"You won't survive this!" Palutena shouted.

"Let us out! Let us out!" Yang shouted, banging the door but it did no good for her. The car was ready to go and accelerated backwards to Mobius.

"Sorry, guys! We got some personal business to deal with!" Spidey waved goodbye as he puts on his Arachna-Prime Armor.

"We just got one last thing to do!" Sonic also waved goodbye as the door closes.

 **BGM End**

"Yeah! We'll be back before you know it!" Ruby called back while holding onto her Extreme Gear, which is also called the "Scarlet Rose", much like her superhero name.

The red-and-blue duo's eyes shrinked when they heard Ruby's voice behind them, quickly turning around to the silver-eyed girl, causing her to sweatdrop and nervously wave at them.

 **BGM-Sonic Colors OST-Area: Terminal Velocity**

"WHAT ARE YOU DOING HERE?!" Peter and Sonic shouted at her in shock of her still being here.

"I, uh, kinda dodged your domino push and stood quiet until they left." Ruby said, nervously giggling. "It's not a problem, right?

"YOUR SISTER IS GOING TO KILL US!" The boys retorted.

"No she won't."

" **This isn't the time for joking, Ruby! That black hole is coming any second and we're the only ones fast enough to stop the doctors and escape in time! They are OUR enemies and our responsibilities! We can't risk your safety!"** Spidey argued.

"How can you say that?!" Ruby retorted, much to their shock. "I know what's at risk! I knew what I was getting myself into when I signed up to be a Huntress and an Avenger! I'm an Avenger as much as you two! My dream is become a better hero than the both of you COMBINED! But how can I do that if I'm sitting on the sidelines while watching you two always taking the front lines and could get hurt?!"

"Ruby…" Sonic said, stunned by her words.

"I'm your teammate! Your friend! Please, let me help!" Ruby begged to them.

Spidey stares at his friend's eyes, the young girl he thinks of as a little sister. He can tell she's serious and won't falter, prepared to make the ultimate sacrifice if she has to. He smiles behind his mask, **"I had that same look when I was your age."** He said, making Ruby stunned, wondering what he's talking about. **"There's no stopping you. I wanted you to run because I was worried for your safety. But you won't…'cause you're a hero."** He said, with Sonic agreeing with a smile, making Ruby happy and smile as well. **"Now, as for you two…"** The three heroic heroes glared back to the doctors, who were very patient with them as they talked.

"Are you done saying your prayers?" Otto smirked.

" **I'm surprised you were patient enough to listen to them."** Spidey quipped.

"I will not miss your witty remarks, Spider-Man. THE DIE IS CAST!" Otto exclaimed.

"What does that even mean?" Sonic asked.

"You won't live long enough to find out, Sonic! PREPARED TO BE SWKERED!" Eggman exclaimed.

"Don't you guys have anything for me?" Ruby asked.

"We have no personal quarrel with you, child. But you ARE a nuisance, and a pest! WE'LL CRUSH YOU ALONG WITH SPIDER-MAN AND SONIC!" Octavius exclaimed as their "Nega-Wisp Armor" robot roars at them.

"I guess it's better than nothing." Ruby said. Behind them, Spider-Man notices a hole that leads outside.

' _Why is there a hole there?!'_ He thought, then turns to the doctor. **"Yo, docs! Follow us, slowpokes!"** Spidey flies in the hole, with Sonic chasing him and Ruby hopping on her Extreme Gear to race towards them.

"You can't run forever, Avengers!" Eggman proclaimed, closing the cockpit and begins to take chase after them for their final battle.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Vs. Nega-Wisp Armor (Phase 1)**

The battle between the D-Avengers and the Doctors take place on a seemingly endless speedway down the elevator, with Ruby quickly materializing her space suit to breath in space, riding with Sonic and Spider-Man as the Nega-Wisp Armor have finally caught up with them and flies in front of them. "What took ya so long?" Sonic smirked.

" **It ends here, docs!"** Spidey declared.

Before they start fighting, the robot vacuums in nearby Wisps from space to power itself up, surprising the three amigos.

"Hey! You can't do that!" Ruby exclaimed.

" **You are in no position to tell us what to do, little vermin!"** Otto laughed. The Nega Armor fires several energy shots into the air which land on the ground as purple cube-shaped energy containers and would do considerable damage if the heroes aren't careful. Sonic quick steps while Ruby steers her board to avoid running into them. Spider-Man simply flies over the cubes and makes his way to the doctors.

" **Got something else in stock, doc?"** Spidey quipped, firing his repulsor blasts at the tentacles to knock them away and finally lands on their cockpit, punching it a few times before web striking them away. This act freed a few Wisps, with a Cyan Wisp then following them. **"Good to see you're okay."** Spidey said to the wisp, with it replying with a nod.

Octavius growled, **"You'll suffer for that, Arachnid!"** He commands his robot to fire a purple laser from one of its tentacles at Spidey, knocking him hard and causes him to skip on the ground a few times if Ruby didn't catch him.

"Spidey, are you alright?" She asked him.

" **Ugh…I'm okay."** Spidey groaned. **"Energy levels immediately dropped to 73% from one attack. We need to be careful against this one."** He said before flying back up.

"Here I come, Badly McNosehair!" Sonic mocked.

" **What did you call me?"** Eggman growled. He fires more lasers that sweeps the arena a few times. Sonic and Ruby jumped over them in time while Spidey dodges the lasers in the air. Once he could determine it was the right time, Sonic homing attacks the tentacles until he could finally strike at the doctors in their cockpit, pushing them back with a boost to free more aliens along with a Yellow Wisp joining them.

"More aliens! All right!" Ruby smiled.

Suddenly, the heroes start to hear a familiar voice trying to contact them via telepathy, _'Spider-Ma…Soni…Ru…Eggman…Octavius is…ing Nega-Wi…powerful…Careful! They're…'_

" **That was Palutena. They really are blocking her power with the Nega Wisps."** Spidey said.

"We have to keep fighting! We can't let up! For everyone's sake!" Ruby said.

The Nega-Wisp Armor recovered from the earlier attack and sucks more Wisps, much to the heroes' dismay. It starts to fire two waves of purple spiked energy balls down all three lanes and throw some in the air at Spider-Man. Sonic jumped over a few while Ruby also jumps while performing some tricks in mid-air. Spidey dodges the other spiked balls and web throws some back at the docs, leaving them stunned for Ruby to dash in and slash them up with her scythe, causing some damage and freeing the Orange Wisps, with one flying by their side.

" **Not giving you another chance!"** Spidey said, not wanting them to suck up more Wisps, he sprays his webbing on the cockpit, blinding them for a homing attack assault from Sonic before he jumped away for Ruby to fire a charged energy shot from her sniper rifle, freeing a Pink Wisp and a Blue Wisp.

 **BGM End**

 **BGM-Sonic Colors OST-Vs. Nega-Wisp Armor (Phase 2)**

" **Grr! How are we losing?! This should be just a fraction of the Nega-Wisps power!"** Octavius exclaimed.

"Maybe the Nega-Wisps don't like you, Ock! Looks like we have this in the bag!" Sonic grinned.

" **Silence, hedgehog! We won't let you get away!"** Eggman shouted at him in anger. He makes the Nega-Wisp Armor to suck up more aliens and this time flew behind the heroes, making it harder for them by combining two wisp powers. **"How about THIS?!"** The robot deploys more cube containers in conjunction with spiked balls which will roll towards them, which was hard to dodge their attacks because they're from behind this time. Sonic quick-stepped like he never quick-stepped before, barely getting scratched on the shoulder to dodge the attacks. Ruby steered like crazy from everything she sees that looks like trouble.

" **This is a lame pattern! Aren't you guys supposed to be geniuses?"** Spidey mocked, using his mechanical spider-legs to deflect the thrown cubes and spikes. One of the spikes was able to hit him, almost knocking him out of the air before he quickly recovered and uses the spiked ball that hit him thrown back at the doctors and spraying their tentacles with webbing, leaving them wide-open for a direct assault from Peter's frantic spider-leg strikes and Ruby's swift and speedy scythe slashes, damaging the robot more, causing a Green Wisp and a Red Wisp to be released and follow them. **"Your little party with other people's planets is over!"** Spidey stated.

" **T-That's not…But they're supposed to be even more powerful than the Chaos Emeralds!"** Eggman said utter disbelief.

" **Forget the emeralds! We should be equal to that of an Exo Stone! NO!"** Otto shouted, frustrated they are even losing despite possessing power they proclaim surpasses the Chaos Emeralds and match an Exo Stone.

"Guess you miscalculated! Do your research better next time!" Ruby mocked.

" **WE'RE NOT DONE YET, YOU VILE LITTLE CREATURES!"** The doctors shouted in anger. They flew behind the heroes again and deploys more cube containers.

"This tactic again! How lame!" Sonic remarked.

The Nega-Wisp Armor fires a laser attack at the cubes, which will be refracted from one cube into another and even into the air to attack Spidey. The armored-up webhead fires repulsors from his waldoes to distract the robot while Sonic and Ruby dodges the lasers. **"Got a present for ya!"** He fires a repulsor blast on the ground, causing the debris to scatter and hit the villains, keeping them blinded and distracted long enough for Ruby and Sonic to deliver a combined assault of speedy homing attacks and scythe slashes, damaging it enough to free the Purple Wisp and Violet Wisp.

"That should be all the Wisps!" Ruby said.

" **Without the Wisps, their machine should be powerless!"** Spidey said.

"Sorry, docs! Looks like the Wisps have decided to side with us on this one!" Sonic grinned.

" **But that's…Our Nega-Wisp was supposed to be perfect! NO!"** Eggman exclaimed as their Nega-Wisp Armor starts to malfunction a bit while it was slowing down in front of them.

" **You…! You…! YOU! YOU HORRID LITTLE BRATS! WE WILL NOT LOSE AGAIN! ACTIVATE BLACK HOLE CANNON! ALL SYSTEMS, FULL POWER!"** The docs shouted as they both slammed on a button, opening their armor's mouth to charge up their final blast attack to kill the heroes once and for all.

" **Are you two insane?!"** Spidey exclaimed, worried that attack might destroy everything left in the park, including the doctors themselves.

"We need to stop them!" Ruby said, sweating as she tries to think of a plan.

"Huh? Spidey. Look!" Sonic points to all the Wisps they've saved as they circle around Peter. "Combine the aliens' power to stop their attack!"

" **Okay! Alright little alien buddies! Give this spider one new trick!"** Spidey said as all the wisps transfer themselves into him, granting him a neon-multicolored armor sprinkling with rainbow dust. With a loud roar, Spider-Man unleashes all the rainbow webbing he got, clogging up the black hole cannon and ensnares the villains' machine in a gigantic rainbow web net that is almost unbreakable. With the cannon clogged up, the energy from their cannon starts to swell up inside the robot.

" **Our machine! The energy is backing up! We can't contain the it! We have to unclog it before-!"** Otto tries to fix the problem but the controls become jammed and spark because of multiple, tiny rainbow-looking wisps that are shaped like spiders eating up the controls.

" **Aaah! What are those things?! Spider-Wisps?!"** Eggman exclaimed.

" **Now! While they're distracted! Are you ready, guys?"** Spidey asked Sonic and Ruby.

"Let's go!" They both replied.

Spider-Man flies behind Ruby and grabs her, flying up into the air as he expels the Wisps from his body. **"Let's do it, Scarlet Rose!"** Spidey said.

"Unlimited Colors!" Ruby transforms her scythe into its sniper rifle mode. All the aliens circle around them and her gun as she begins saying each of their names as they transfer inside. "LASER! BURST! DRILL! SPIKES! ROCKET! CUBE! HOVER! FRENZY! VOID!" All the wisps transferred themselves inside Ruby's Crescent Rose, transforming it into a giant, rainbow cannon launcher.

"SONIC!" Spidey and Ruby shouted.

"Let's end this!" Sonic grinned as he inserted himself into the hole of the energy cannon, charging himself up with practically limitless Hyper-go-on energy.

" **My incredibly profound plans…"** Otto started speaking. **"It was such a small miscalculation that I made. It shouldn't matter."** He said as he frantically starts typing on the controls despite it being practically disabled. **"And it's not over yet! Just give me some time, and I'll…"**

" **Enough of your babbling! See?! Look! LOOOK!"** Eggman wildly pointed at the heroes almost done charging up their final attack.

" **Here we go! NOW!"** Spidey shouted.

"FINAL COLOR BLASTER!" The three heroes yelled at the same time, unleashing a Sonic full of Hyper-go-on power along a rainbow beam of its pure energy at superfast speed.

"HAAAAAARRRRGGGGHH!" Sonic let out a powerful war cry, smashing through the Nega-Wisp Armor hard, causing the doctors' cockpit to fly itself away to space and exploded as it creates a firework symbol of Eggman and Octavius. As for the Nega-Wisp Armor, it tumbled a couple of times ad collapsed down to the floor. It didn't explode, but it was definitely busted beyond repair.

 **BGM End**

 **BGM-Sonic Colors OST-Boss Clear**

"YAHOO! WE DID IT! WE BEAT THEM! WE BEAT THE DOCTORS!" Ruby cheered in victory as her Crescent Rose turns back to normal.

"Good job, kid. Guess it was a good idea you stuck around." Sonic smiled.

" **Your sister's still gonna kill us, then you, then us again for you sticking around."** Spidey said, causing Ruby to nervously chuckle while scratching her head.

 **BGM End**

Meanwhile, the doctors were still alive inside the Eggmobile, waking up upside down back in the elevator. "Oh, my head. Who turned out the lights?" Eggman said to himself as he tries to recover his sight and look forward again.

"Ughhh…Where is all that racket coming from?" Otto groaned, unable to get a clear view of the giant black hole getting bigger and it slowly sucking up the Eggmobile.

' _At Egg n' Ock's Incredible Interstellar Amusement Park you can feel comfortable knowing your safety is our number one priority.'_ The Eggman PA was still functional from a nearby loud speaker.

"OH, SHUT UUUUUUUUUUUUUUUP!" The doctors shouted angrily as they are engulfed in the black hole.

 **BGM-Sonic Colors OST-The Core**

The black hole continues to get bigger by the second as it sucks up every part of Tropical Resort as well as the elevator tower. Ruby slowly steps away from the black hole in fear, clinging onto Spider-Man as he shakes his head while Sonic just facepalms.

"Uh…I think we should go now." Ruby shivered.

" **Let me take a picture first-."** Spidey whips out his camera to take a snap of the black hole since it's not something you stare at every day, but it was sucked out of his hands into the black hole. **"Annnnd of course. Stick tight, Ruby!"** Spidey sighed, picking up Ruby and uses his spider-legs to form wing-like structures on his back for extra assistance in flight, having a good feeling he's gonna need it

"This might not end well for us!" Sonic stated as they took off together.

 **BGM End**

 **BGM-Sonic Colors OST-Terminal Velocity (Act 2)**

" **MOVE, SONIC! MOVE!"** Spidey shouted.

"I'M GOING! I'M GOING!" Sonic retorted as they both ran/flew as fast as they could while Peter carries Ruby who was stuck on him thanks to his "stick 'em powers". Ruby took a small peek at the black hole and was terrified to see how close it was to them.

"It's getting closer!" Ruby exclaimed.

" **We know!"** Spidey cried out.

"Can we escape it?!"

" **Scientifically no!"**

"YOU'RE NOT FILLING ME WITH CONFIDENCE!"

" **WE'VE BROKEN LOGIC BEFORE! WE CAN DO THIS!"**

The road starts to crumble underneath Sonic, forcing him to quick-step away and jump over broken pieces of the elevator while the elevator breaks itself apart. "PETE! CAN'T YOU DO SOMETHING?!" Sonic shouted, thinking his finalized Black Form should be able to stop the black hole.

" **IT'S TOO LATE! THERE'S NO TIME!"** Spidey shouted as they kept running down to Mobius but the black hole was only getting closer. **"URRRGGGH! MY ARMOR CAN'T TAKE MUCH MORE OF THIS! IT'S LOSING POWER!"**

"Darn it! I'm reaching my limit! I can't run any faster than this!" Sonic exclaimed.

"PETER! SONIC!" Ruby screamed for her life, scared out of her mind as she held tight on Peter as the black hole is about to suck them up.

" **RUBY!"** Spidey hugs Ruby as tightly as possible, trying his best to comfort her as they all get engulfed together.

 **BGM End**

* * *

 **BGM-Sonic Colors OST-Yacker's Goodbye**

After getting sucked in, the three of them fainted inside the black hole made from the negative energy flowing around them. While they were floating unconsciously, the Wisps they saved take the heroes and carries them off. Sonic could barely tell it was the Wisps that are saving them before he collapsed again. Outside the black hole, multitudes of wisps are flying into the growing void. The Wisps that were carrying our fallen heroes brought them back safely to Mobius and set them down gently in a safe, grassy place. The exhausted Sonic gives them a thumbs up as they fly back into space.

"Ugh…Ruby, you alright?" Spidey asked her, now out of his armor as it was destroyed when they were engulfed.

"Yeah, I think so…" Ruby said, holding onto Peter's hand as he helps her on her feet, but was soon tackled to the ground by her older sister, who was worried sick for her.

"RUBY!" I'm so glad you're alive!" Yang cried for her. "When I saw you weren't in the car, I was shocked and completely worried you were still up there! The only thing I could do was hope you'd make it back, and you did!"

"That's great, Yang…Can you please let me go…" Ruby gagged from her sister's tight hug.

Spidey sighed at the happy sisters before hearing a familiar voice call out to him. "PETER!" He sees Mary Jane run and lunge at him for a big hug.

"H-Hey!"

"I was afraid you were…uh, I'm just glad you're alright." MJ smiled, happy to see her best friend back, alive and well.

"Sonic!" The hedgehog turns to see Tails calling to him, running along with Pit and Palutena to check up on him. "Are you OK?" Tails asked his best buddy.

"Yeah, I'm alright." Sonic replied.

"Man, I can't believe you guys made it through that!" Pit said.

"Like you thought we wouldn't?" Sonic asked, dusting his legs off.

"The only thing I was thinking was getting rudely pushed into an elevator by a certain boy in red-and-blue tights." Palutena teased.

"Uh…A spider's gotta do what a spider's gotta do?" Spidey sheepishly scratches the side of his cheek. He and Sonic then felt a painful whack to the head by Yang that almost knocked them to the ground.

"That was for leaving us behind and letting Ruby stay with you! What were you guys thinking?!" Yang shouted at the reckless twin-colored heroes.

"Yang, it wasn't their fault! I CHOSE to stay there, to help them!" Ruby informed her sister.

"You got amazing sister there, Yang. Now can you not hit us again?" Spidey asked her hot-tempered girlfriend.

"Hmm, well, you did save the world and called my sister amazing. Alright, I'll let it slide, but I still wanted a piece of them." Yang said.

"Maybe next time." Spidey replied.

"You think they're still alive?" MJ asked if Eggman and Ock somehow survived getting sucked into a black hole.

"I don't know about Ock, but Eggman is one tough egg to crack. I'm sure they're fine somewhere in space. Maybe the other Masters of Evil will pick them up in about a week." Sonic said.

"Great job, you guys!" Tails said, giving his favorite blue bro a fist-bump.

"Thanks, but we had a little help during that last part." Sonic said as they all turned to the sky. They saw all the Wisps in space using their power to purify the Nega-Wisps back to normal and neutralize the black hole into nothing so it won't danger the planet anymore. They are then happy when they spotted their old friend, Yacker fly back to show them he's okay.

" _$7#S &B."_

"Uh, he said, "thank you for saving us."" Tails translated Yacker's words.

"You're welcome." Spidey bowed. "Thank YOU for saving us."

" _NN6%#."_

"He says, "You are welcome."" Tails translated.

"That thing's translating pretty good." Pit grinned.

"Yup, I finally got all the kinks out. We can talk to them perfectly now." Tails said.

" _NN &4AX$..."_

"Oh great. He says "goodbye my friends, I have to go.""

"Aww. But we hardly hanged out with each other." Ruby sighed.

"Just when I got this thing working." Tails followed.

"Better late than never buddy." Sonic said as they turn to Yacker, who holds up his hand asking for a high-five from all of them. "Ride on!" Sonic smiled as he high-fived him first.

"Yeah!" Tails high-fived second.

"See ya!" Peter high-fived third.

"We won't forget you!" MJ high-fived fourth.

"Bye Yacker!" Ruby was the next to high-five.

"Take care!" Yang high-fived next.

"Catch ya on the flipside, Yacker!" Pit was the next to go high-five their alien friend.

"Continue to live a peaceful life!" Palutena smiled as she was the last to high-five him.

 **BGM End**

Yacker cheered as he departed back to his friends to their planets to live a new, peaceful life happily in their homes. Spidey stared at the sky the longest, still thinking about a certain mercenary that he hoped escaped in time.

"I'm sure Sable got outta there in time." Sonic assure Pete.

"Yeah…"

"C'mon, Peter. Let's go grab some food from Station Square. I'm sure we'll hear from her soon." Ruby smiled at her surrogate older brother.

Peter smiled and nodded at her, "Okay." He said as they all turn to walk to Station Square. "You sure you guys don't want me to cook?"

"NO!" Everyone responded with the same tone of voice.

Peter sighed, "I suspected as much." He said, causing everyone, including himself to laugh as they make their way to the city.

* * *

 **Planet Wisp**

At Planet Wisp, a few of Yacker's friends were talking to him about the D-Avengers and his adventures with them.

" _So, Yacker. You were with the D-Avengers the whole time, right?"_ A fellow wisp asked.

" _Yup, the whole adventure."_ Yacker replied.

" _I liked the spider guy and scythe girl? Were they cool?"_ Another wisp asked.

" _Ice cold!"_

" _I liked blond-haired girl? Was she fiery like me?"_ A Red Wisp asked.

" _Hot as the sun!"_

" _I like the fox, the angel and the woman with him. Did they fly?"_ An Orange Wisp asked.

" _They flew all over the place!"_

" _Were Sonic's spikes sharp?"_ A Yellow Wisp asked.

" _I was waiting for him to get stuck in something!"_

" _How about the red-headed girl? She sounded like a real star! Did she shine like one?"_ A Cyan Wisp asked.

" _You could just about go blind at her beauty!"_

" _Wow…the D-Avengers are amazing!"_ All the Wisps said.

" _There's a whole lot of space out there, but there's only one D-Avengers!"_ Yacker said. _'I've decided to tell everyone about you guys so I never forget, Sonic, Spider-Man, Ruby, Tails, Mary Jane, Yang, Pit, and Palutena. Thanks for everything! I hope I get to see you again…'_ He thought.

Little did anyone notice that a loud roar was heard in space, and it overflowing with purple negative energy. _**"GROOOOOAAAHH!"**_ Whatever that thing was, it's certainly giving Silver Sable and her troops a run for their money, and it doesn't look like they could last another minute.

* * *

 **BGM-Sonic Colors OST-Theme of Sonic Colors (Title Ver.)**

 **Spidey: It's your favorite hero Spider-Man reporting! Silver Sable! You're alive!**

 **Sable: Not for much longer! I need your help!**

 **Sonic: Sable, what IS that?!**

 **Sable: It's the mother of all Wisps and it's gone out of control!**

 **Ruby: How do we stop her?! She's too powerful!**

 **Sable: Here. I assume this will give you the edge you need.**

 **Spidey: This is…**

 **Next time in D-Avengers: Web Up the Stars:**

 _ **Saving the Stars**_

 **Spidey: Looks like we have no other choice. Let's give this a "super" finish!**

* * *

 **KFX Here: The final chapter of this story is next. Look forward to it soon.**


	18. Issue 15: Saving the Stars

_Issue 15: Saving the Stars_

 **Station Square**

 **BGM-Sonic Adventure OST-Welcome to Station Square**

"Bye! Come back next time!" Stan Lee, owner of the Burger Shop, waves good-bye to the D-Avengers as they exit his shop. With the doctors' amusement park destroyed and the Wisps saved, the heroes take some time to explore the city before they head back to New York to well-earned rest.

"Aaaaaah. That hit the spot." Sonic said as he rubs his belly after eating too much, and then burps.

"I can't believe you ate 50 Chili Dogs." Pit said.

"I haven't eaten anything in, like, forever. Didn't want to take the risk eating what the docs thought was "food"." Sonic replied, referring to the garbage the docs sold as food in their amusement park.

Yang lets out a good moan as she stretches her arms up high to the sky. "Boy, am I tired. I need some sleep after saving an entire alien race in an amusement park." She said, rubbing her head.

"I hope Yacker and the other Wisps are okay." Ruby said, still thinking about their alien companion.

"I'm sure he's having a blast back home, which we should be doing too if we want to turn in the Sinister Stooges to the police, right Palutena?" Sonic turned to the goddess, who had five of the Sinister Six trapped in small bottles.

"Mmm-Hmmm." She smiled.

Peter (out of his costume) has been oddly quiet for a while, thinking to himself about something as he stares at the sidewalk, lost in thought. "Peter, you okay? You look pretty out of it while staring at your food." Mary Jane asked him. "Are you still thinking about Silver Sable?"

"Yeah…" Peter replied somberly. "Don't know if she's still alive, if she escaped the park before it got sucked up."

"Why did she had to stay up there?" Tails asked.

"Dunno. Said she still had something to fix. Wish I knew what she was talking about." Peter replied.

"I'm sure she's fine. She seemed like a tough woman." Palutena said to comfort Peter.

"I know that personal experience." Peter chuckled, shamelessly rubbing his head as remembers all the times they've fought, how Sable could give him a run for his money.

 **BGM End**

He then gets a mystery call from his cellphone, "Hm", and answers the phone. "Hello?"

' _S…Spider-Man…'_

"Sable?!" He said, shocked to hear she's still alive as everyone stops in their tracks when Peter puts his phone in speaker for everyone to hear. "Sable, where are you?!"

' _Return…spac…dan…ger…assist…Wisp…'_

"The call cut off!" Peter said.

"It sounded like she's in trouble!" Pit remarked.

"She said something about the Wisps. What's going on?" Sonic wondered.

"We have to help her!" Ruby said.

"It sounded like she was calling from space. I'll call in the Web Cyclone to pick us up." Tails said.

"Hurry. Whatever's going on up there, it's giving Sable a run for her money." Peter said, worried something bad is happening back in space.

* * *

 **In Space…At the wreckage of the space amusement park**

 **BGM-Sonic Colors OST-Hyper-go-on Surge**

The heroes are flying inside their customized quinjet, the Web Cyclone, to search for Sable in space. They fly through the wreckage of the doctors' destroyed amusement park as they track her last signal.

"We should be close." Spider-Man said, back in costume as he sits next to Tails, who's driving their spaceship. As they get closer and closer to Sable's last known location, Spider-Man receives a painful migraine as his Spider-Sense starts roaring like crazy. "Ah! My head! Something's making my spider-sense go nuts!"

" **GRRRROOOOOOOOAAAR!"** A monstrous roar was heard outside, shaking the ship violently.

"Wh-What's going on?!" Ruby exclaimed.

"I thought I heard something." Sonic said, then they see their buddy Yacker flying by them.

"Yacker?" MJ cried out.

" _XR$7^ &E% #!" _Yacker spoke before he flew off deeper into space.

"Waugh! Wait up, Yacker!" Pit exclaimed.

"Did you catch what he said?" Spidey asked Tails.

"I…I think it was "Mama"!" Tails answered.

"His mom?" Yang remarked, confused.

"Guess we'd better go after him!" Sonic said as Tails agreed and flew after Yacker. As they follow him, the heroes notice their approaching the center of the four planets still in Mobius's orbit. As they get closer, they pass by numerous dead Sable agents floating in space, all tainted by a purple dark aura.

"It's the mercenaries of Sable International! What happened here?!" Palutena asked.

Ruby gasped as spotted someone, and something outside the window, "Guys…Look!" She pointed to an unconscious Silver Sable floating aimlessly in space.

"It's Sable! And, what is THAT?" Spidey asked as they all go wide-eye in shock of what appears to be a giant Nega-Wisp floating behind the unconscious mercenary.

The monster has a head shaped almost like a garlic bulb which lacks any eyes, but instead has a wide mouth with sharp teeth. On both sides of her head she has a curved horn, and on top of it, she has a flower-like appendage with pink petals, an eye-like gynoecium and hair-like funguses around its root. Extending from around the bottom of her head, the creature has three layers of a fringed, leaf-like violet collar, with several ragged and cloth-like purple tentacles stemming from the bottom of her head. She also possesses two larger and much more ragged tentacles with appendages resembling heads with large sharp jaws and several pink eyes, on the end of them.

"It's a monster I never SEEN before!" Pit exclaimed.

"And it's corrupted by PURE dark energy! The kind that puts Medusa's to shame!" Palutena said.

"Is that Yacker's mom? She's kinda…Huge!" MJ said.

"Palutena! Get Sable out of there!" Peter ordered. Palutena uses her power of teleportation to summon Sable inside the ship before her helmet ran out of air.

"Ugh…" Sable weakly groaned, relieving everyone she's still alive.

"Sable, are you okay?" Spidey asked her.

"I'll live, thank you." Sable replied as she slowly stands up on her feet.

"What were you doing?" Sonic asked.

"Trying to atone for my sins." Sable answered.

"Your sins?" Ruby responded.

"The doctors ordered me to capture that giant alien for them. Once I learned the truth of their plans, I went looking for the creature to return her to her species, but by the time I did, she was already in a frenzy and killed all of my men." Sable explained. "I am sorry. This is my fault."

"There's no need to apologize. We understand. What I want to know is how she turned into THAT." Yang pointed back at the giant mother wisp floating outside.

"Eggman must have done something to her!" Tails believed.

"Project "Mother" …" Peter loudly muttered, gaining everyone's attention as he remembers when he, Tails, Ruby, and Pit helped Shadow and Omega locate a secret laboratory at Asteroid Coaster that had files about Project Mother.

"What's Project Mother?" MJ asked him.

"We found a hidden lab when we were at Asteroid Coaster. It had files about an experiment regarding something called "Mother". The doctors were able to siphon massive amounts of energy from the result of their experiment, presumably to help power their mind control weapon, but once the subject went out-of-control, it escaped." Spidey explained to his uninformed friends. "That explains it. That was the Mother Wisp you captured! It became corrupted and now it's out there, wreaking havoc! If we don't stop it, the world is doom!"

"What have I done…" Sable said to herself.

"Still, you'd think there would be a LITTLE more of a resemblance." Sonic commented.

" **GRRRROOOOOOAAAAAR!"** The Nega-Mother Wisp roared loudly, making Ruby, Pit, Tails, Yang, MJ, and even Palutena jump in surprise.

"Ack! What should we do?!" Ruby panicked.

"First off, DON'T panic." Spidey told her.

"Too late! I'm already terrified!" Pit exclaimed, then somehow, Yacker got inside the quinjet and flew right around them.

"What the?! Yacker, how did you get in here?! Where'd you get off to?" MJ asked him.

" _U4HQR#HQ#4 &%$!"_

"What?!" Tails cried out in shock when he read the translation.

"What'd he say, Tails?" Sonic asked.

"Please, stop my mama."

"So that really is his mom, huh?" Spidey remarked.

"Looks like we have no choice. I don't want to, but we have to take her down if we want to save her." Yang said.

"Are you guys really going to fight her?" Tails asked them.

"Hey, if Yacker wants us to stop her, we'll stop her!" Sonic grinned.

"But how? She's HUGE and floating in space!" Ruby asked.

"My power alone will be useless against her." Palutena said.

"And my armor's busted, so I can't finalize." Spidey said.

"Maybe this will grant you the power you need." Sable gets everyone's attention as she turns to her belt and opens up her pocket, taking out the final, red chaos emerald and gives it to Spider-Man.

"The final Chaos Emerald!" Spidey said.

"I found it before the park was destroyed. It's what helped me survived this long against that beast." Sable told them. "I trust you can use its power to its fullest potential."

"You know it." Sonic smiled. "It can't just be a coincidence that the Chaos Emeralds are here."

 **BGM End**

All seven Chaos Emeralds start to glow as they appear in the air above Sonic, Spider-Man, and Ruby. The three top heroes nod at each other, raising their hand to the sky as the emeralds spin rapidly as they absorb their power. In a big flash of light that encompasses the ship, forcing the rest of their friends to shield themselves from the light, the trio are seen in their respective golden Super-Forms surrounded by a golden aura, looking powerful enough to stop the Nega-Mother Wisp.

"Hey! Don't you DARE leave us out of this battle too!" Yang said, still mad she didn't take apart in the final battle against the doctors, so the fight against the Nega-Mother Wisp to save the world is the next best thing.

"We got it covered." Super Spider-Man replied. He thrust his arm at Yang while Sonic does the same to Pit and Ruby with Palutena, granting their friends a pulsating golden energy shield to match their power and grant them flight.

"So this is what the Chaos Emeralds feel like. Awesome!" Pit smiled.

"This power should be enough to cleanse her spirit." Palutena said.

"Stop that creature before she destroys everything." Sable told them.

"Guys…Good luck." MJ somberly said to her super-friends, wishing them the best.

"Thanks. Tails, open the hatch! It's time we put a stop to this." Spidey stated.

"Alright! Good luck, you guys! We're all counting on you!" Tails cried out as Yacker nods them the best. The fox presses a button to open the hatch behind them.

"Let's do this!" Super Sonic smiled.

"YEAH!" Super Ruby smiled as they took off into space to save the world.

 **BGM-Sonic Colors OST-Vs. Nega-Mother Wisp**

The Super D-Avengers fly in space as they head towards the roaring Nega-Mother Wisp. "Everybody! Pair up! We have to end this quick!" Super Spider-Man ordered his team.

"OKAY!" Everyone replied. Yang pairs up with Palutena while Pit pairs up with Super Ruby, leaving the golden super-bros, Super Sonic and Super Spider-Man as the last pair.

"AVENGERS ASSEMBLE!" Spidey shouted as they dash towards the corrupted wisp. The Nega-Mother Wisp spits out small, purple embers of Hyper-go-on energy at the heroes.

"Be careful of those embers! Even in our Super Forms, it's enough to knock us back!" Palutena advised. Everyone follows her advice and proceeds to avoid the negative embers, with some like Sonic, Spider-Man and Ruby using their speed to fly away while the likes of Pit, Palutena, and Yang forms a shield to deflect the embers to blow up somewhere else.

"Watch out! She's about to swipe!" Super Spider-Man uses his spider-sense to warn them of the corrupted wisp's energy-based swiping attacks from her tentacles. Most of the heroes were able to avoid some of the swipes, but Pit and Yang got caught in the last attack and knocked into some asteroids.

"Are you guys okay?" Super Ruby asked her friends.

"We're invincible, remember? But that doesn't mean I liked getting hit! C'mere, you one-eyed freakshow!" Yang growled as she dashes for the first attack, but some reason she couldn't get any closer to her. "Why can't I get closer?!" She asked loudly.

"She's using her power to block us! We need to weaken her first!" Super Spider-Man told her.

"I got an idea!" Super Sonic grinned as he boosted on an asteroid, sending it to hit one of the Nega-Mother Wisp's tentacles, damaging it.

"Good thinking, Sonic! Let's all do the same!" Pit smiled. The super-powered angel readies his Chaos Bow and fires multiple golden arrows at once that targets a dozen asteroids to hit the right tentacle. Super Ruby shot a few asteroids with her powered-up sniper gun to send it at the right tentacle, while Super Spidey attaches a few silver weblines at some asteroids and throws them at the right tentacle as well. Yang grabbed two asteroids and spun around with them a few times before throwing them at the left tentacle. Palutena raises her staff to psychically lift up a dozen asteroids to further damage the Nega-Wisp's tentacle. As for Super Sonic, he continues boosting onto the asteroids like before. Once the tentacles were damaged enough, the Nega-Mother Wisp was left weakened and exhausted, seemingly stopping herself from moving.

"Yang! Palutena! Go get 'im!" Spidey ordered the first strike to Yang and Palutena.

"Yahoo! Here we go, Palutena!" Yang smiled.

"Let's!" Palutena followed Yang to the monster while the rest keep behind in case they fail. The blond brawler unleashes a combo of powerful punches on the Nega-Mother Wisp along with the light goddess shooting energy blasts at it, however it seems none of their attacks affected her.

"That's some hard skin!" Yang commented.

"How 'bout we try the eye? It should be her weakspot." Palutena exclaimed.

"Let's give it a shot!" Yang smirked. Palutena fires multiple energy bullets at the eye, leaving the monster stunned for Yang to deliver a massive uppercut, then a flaming roundhouse kick, and lastly a reeled charged-up punch full of chaos energy before she unleashes it on her eye. The Nega-Mother Wisp growls in pain as two of the petals surrounding her eye falls off it.

"Bullseye!" Yang punned.

"Please not be too mad at us, Mother-Wisp." Palutena said before the Nega-Mother Wisp roared loudly, blowing the two all the way back to the others. "I guess she's mad." Palutena sheepishly smiled.

"We're doing this for her own sake. Let's keep pushing!" Super Spidey told her. The Nega-Mother Wisp strikes at Peter with one of her tentacles. The spider hero saw it coming and grabbed it in time but she continues to push with every roar, slowly overwhelming his strength.

"RRRRAAAAGH!" Pit roared in with an Arm weapon uppercut on the tentacle, saving Spider-Man.

"Thank you." Peter thanked Pit.

"Leave it to me!" Pit smirked, unleashing a cluster of golden arrows at one of tentacles, instantly disabling it for a while.

"HAAAAAAAAAAAH!" Super Ruby screamed, dashing at the other tentacle as a spinning scythe, instantly cutting through and disabling the other tentacle, leaving the Nega-Mother Wisp exhausted for another attack.

"Nice one, Rubes!" Super Sonic grinned.

"We got this one!" Ruby said, flying with Pit towards the vulnerable corrupted alien. Even though she's weakened, the Nega-Mother Wisp still has enough energy to defend herself, spitting purple and red energy balls the super teens.

"Watch out!" Pit exclaimed.

"I know!" Ruby replied as they barely dodge her attacks, one of them being a giant eye-beam that would've struck Ruby if Pit didn't protect her with his Guardian Orbitars. "Thanks, Pit!" She smiled.

"Not a problem! Now let's give it a go, Ruby!" Pit told her.

"Okay!" Ruby replied as they approached the eye. Both her and Pit split their respective weapons into two, with Ruby wielding golden dual-wield scythes while Pit wields dual-wield bow blades. They both work together to assault the monster's eye at rapid speeds, ending with a combined charged shot from Ruby's snipe rifle and Pit's bow, striking the monster with enough force to knock out two more petals from her eye.

"Good job!" Pit exclaimed happily.

"We rule!" Ruby fist-pumped the air before they got sent back to the others by the Nega-Mother Wisp's loud roar.

"She's weakening! We almost got it!" Super Sonic said as he can tell the Nega-Mother Wisp can't hold out much longer. The corrupted mother alien roars again, charging up more Hyper-go-on energy to release a storm of purple ember balls at the heroes, forcing them to dodge for their lives but eventually they start to get overwhelmed.

"You're a little late on Fourth of July! Try again next year!" Spidey quipped, forming a gigantic web dome to protect everyone, strong enough to withstand her heavy tentacle swipes. Using his spider-sense, Peter quickly webbed up her tentacles before she could swipe again. He launches one webline to web strike a tentacle, leaving Sonic to boost some asteroids into the other, once again weakening the Nega-Mother Wisp.

"This is your stop!" Ruby told the two golden bros.

"Go for it!" Palutena shouted at them to end this battle.

"Blast away!" Super Spider-Man smiled.

"Alright!" Super Sonic grinned as they both boosted towards the Nega-Mother Wisp, using their incredible speed and amazing reflexes to dodge her energy balls and her laser eyes without even trying as they approached her eye.

"Hedgehog-Spider style, coming up! SUPER CRAWLER ASSAULT!" Super Spider-Man points before unleashing a flurry of insane spider-punches on the monster's eye before allowing Super Sonic to boost at it. The two super heroes leap back for their final attack, just as the Nega-Mother Wisp's doing the same, charging up all her Hyper-go-on energy into her eye for a devastating laser beam.

"YOU GOT TO FINISH THIS NOW!" Pit shouted at them.

"END THIS WITH A STYLISH MOVE!" Yang yelled.

"Let's rumble!" Super Sonic grinned and gets into position to charge up a powerful spin dash, with Super Spider-Man standing behind as he gets ready to kick him.

"What's this? Spider-Man and Sonic are staring death in the eye. They go in for the winning move…!" Spidey starts talking like some sports commentator as he reels back his right leg, surrounding himself in a majestic white silhouette as his aura grows into the shape of Ero as a giant white Man-Spider Avatar that roars at the Nega-Mother Wisp.

"GO!" Everyone, including Tails, Mary Jane, and Silver Sable from the quinjet shouted at Sonic and Peter to end this.

The Nega-Mother Wisp fires her humongous laser at them just as Spider-Man kicks Sonic with all he's got. "RRRRRAAAAAAAAAGGGGH!" Super Spider-Man roared.

"HRRRRRAAAAAAAAAGGGH!" Super Sonic roared as he easily pierces through the corrupted mother's laser as a golden-white energy missile, knocking out the last remaining petals attached to the eye. The Nega-Mother Wisp growls in agony as the purple negative energy starts to flow away from her. A bright light covers her, causing the heroes to cover their eyes from the brightness. What was revealed was now a jellyfish-looking pink alien taking the place of the Nega-Mother Wisp, purifying the Mother Wisp back to her original form while she surrounded by all her children, who are happy to see their mother back to normal.

 **BGM End**

 **BGM-Sonic Colors OST-Boss Clear**

"GOOOOOAL!" Spidey and Sonic yelled as they high-fived each other.

"WE DID IT!" Both Pit and Ruby exclaimed in joy together.

"BOO-YA!" Both Yang and Palutena smiled as they shared fist-bumps. The super heroes all float in front of the cured Mother Wisp and her many children all while Mary Jane takes an unsuspecting group picture with her cellphone from the ship.

"Awesome job, guys." MJ smiled.

 **BGM End**

The heroes fly back to the Web Cyclone as they turned back to normal to inform the others of their victory.

"You all right, guys?" Sonic asked Tails, MJ, and Sable.

"Us? We were worried about you guys!" Tails exclaimed

"It was a piece of cake! No sweat!" Peter smiled, giving a thumbs up.

"Good job to you all for winning the day." Sable smiled.

"It's what we heroes do." Ruby smiled.

"Hey guys, look!" MJ cried out as everyone saw Yacker and the Mother Wisp out their windows.

" _H &G#FR#V%!" _Yacker spoke in their alien language.

" _K^4 &G$MM!" _The Mother Wisp replied.

" _J+ F9EW=7!"_ Yacker replied.

"She's back to normal! That's great, Yacker!" Pit chuckled.

" _B &F$^." _The Mother Wisp said.

" _$D#S &7?N4C*." _Yacker replied.

"Looks like they've got something to tell us, Tails." Yang said to the yellow fox.

"Let's see… 'Thank you for helping my children. I am Mother Wisp'." Tails translated their words.

"We figured." Spidey quipped.

" _A!$ &PGB7/TU%."_

"'I was so worried when our planets were pulled apart from one another'." Tails continued translating.

"That's a real nice mother you got, Yacker!" Palutena smiled.

"'Mama gave us life and raised us. She even made the planet we live on'." Tails translated.

"Whaaaaaa?!" Pit, Peter and Ruby said in shock.

"That's, uh, surprising." MJ said, surprised as well.

"I'm more shocked than surprised." Yang said, as shocked as the others.

"Didn't think these aliens had that kind of power." Sable remarked, just as surprised as everyone else.

"Wow, that's a feat…" Even Sonic was surprised by this. "You better not do anything to get on her bad side."

"She may be a better goddess than you, Pally." Spidey joked, receiving a painful smack to the head from an annoyed Palutena's staff.

" _#YI*"WS^ &N%." _Yacker speaks, responding to Sonic's earlier comment.

"'I won't! Mama and I will head home now. Thank you for all you've done'!" Tails finished translating.

"You're welcome." Ruby smiled.

" _***# &E." _The Mother Wisp spoke as she says goodbye in her own language.

" _^**# &E." _Yacker said, saying goodbye as well.

"Take care you two!" Spidey told them.

"And hurry up, before you and your mom get separated again!" Sonic exclaimed.

"See ya later, again!" MJ waved goodbye.

"Don't forget us! Bye bye!" Tails waved.

"See ya next time!" Yang waved.

"Hope we meet again!" Pit exclaimed.

"Go on and fly to a happy life together!" Palutena smiled.

With the farewells done, the D-Avengers land back on Mobius to see the Mother Wisp transport her herself, her children, and their respective planets back to wherever they came, disappearing completely from orbit.

"They're really gone. Planet and all." Tails said.

"It's all over and done." Palutena said.

"That's it, huh?" Pit asked.

"Yeah…" MJ replied.

"I'm gonna miss them." Ruby sighed.

"Chin up, Ruby." Sonic smiled. "I have a feeling we'll meet them again someday."

"Just gotta keep reaching for the stars and your dreams will come true." Spidey smiled, making Ruby smile after hearing that statement.

Yang smiles while watching her little sister and boyfriend share a little moment with each other. She then turns to Silver Sable who begins walking away from the group. "Where are you going?" She asked the mercenary.

"I must go back. Your rescue of the Wisps, despite my interference…it affected me. I must return home to Symkaria, reflect on this life I choose." Silver Sable told the Avengers, thinking about rethinking her life as a mercenary.

"Dang. Think I'm gonna miss you and your death troopers." Spidey said.

"Only for a while after a small break. I am sorry." Sable smiled at Peter.

"So close to being good news." Spidey replied.

"Indeed." Sable takes out an inter-dimensional travel device the doctors gave her to travel dimensions, opening a portal to Earth. "I will miss you and your bizarre witticisms, Spider-Man, as well as the strange antics of the D-Avengers. Until we meet again." She said before walking through the portal as it closes behind her.

"What a strange violent lady." Sonic commented.

"Couldn't' have said it better myself." Spidey replied. "C'mon. Let's go home ourselves. Maybe visit an ACTUAL amusement park. Coney Island, anyone?" Spidey asked as they walked inside the quinjet.

"ME! ME! ME! ME!" Ruby exclaimed.

"Count me in!" Sonic smiled.

"I think we'll all go!" MJ smiled, with the others agreeing.

"Then let's ride!" Spidey shouted as he flies the quinjet through a portal back to Earth after another exciting adventure saving the world and meeting a new alien species which they're sure to meet again, maybe sooner than they think as a multitude of Wisps can be seen in space, staring at the planet and fly all across Mobius to live as their new home.


	19. Epilogue: Countdown to Chaos

_Epilogue: Countdown to Chaos_

 **Earth, New York City**

A black limo is parked outside of the Parker house as Harry Osborn walks out with Weiss Schnee and Blake Belladonna. "Thanks for the ride, Harry." Blake thanked her other rich friend.

"Don't mention it. How was Houston? I heard you were busy." Harry asked as the three walk up to Peter's house.

Blake sighs, "Whew. That gang war was intense, but we got things under control. How about you and Weiss?"

"Weiss helped me settled in as CEO of Oscorp. Already got some new projects coming along. I plan on turning my dad's company into something that'll benefit everyone." Harry replied. "Couldn't have done it without you, Weiss. I know you'll do great when you take over your dad's company." He complimented the heiress, practically his Remnant counterpart.

Weiss chuckles while scratching her blushed cheek, "It was nothing."

"I wonder if everyone's back from Mobius." Blake wondered as Weiss knocks on the front door.

"You mean after they went to check out an amusement park in space? Things have gotten really weird since I've been dead." Harry replied.

Weiss sniffs the air a few times. "Why do I smell burnt dumplings?" She asked as the door is opened, and the three are left stunned and jawdropped when it's Peter opening the door while wearing an afro and shades.

"Heeey! You're back!" Peter smiled.

The stunned teenagers turn to the living room to see everyone else who have come back from Mobius wearing afros and shades like Peter. "Hi guys!" An afro-wearing Ruby waved at them.

"You wouldn't BELIEVE what we've been through." Afro Sonic grinned.

"We got you your own afros and shades! Try them!" Afro Yang holds up three more afros and shades for the friends that didn't join them in space. "Don't worry. I bought the ones that won't give you a rash." She said as an Afro T-Pup runs up and barks at Blake, Weiss, and Harry.

"Ignore the smell. Almost burnt down the house. The "Great Dumpling Disaster"." Peter chuckled. "Want some chicken curry? I'm making some right now."

Harry and the black-and-white girls have been completely silent this entire time, blinking hopelessly as they try to comprehend all the weirdness they just faced in a span of a minute, "…..Huh?" They finally said something.

* * *

 **Earth, Latveria**

 **BGM-Dragon Ball Xenoverse OST-Cutscene: Alternate Age**

"This could be a problem." Salem said as she walks by Dr. Doom through his castle as they discuss very important matters that needs immediate planning. "We searched _tirelessly_ for the 7th Exo Stone, only for it to have already fallen in enemy hands."

" _HIS hands."_ Doom corrected her. _"It shouldn't be a surprise HE would be interested collecting their power. It's only a matter of time until he comes for the stones here on Earth."_ He said, talking about some mysterious third party that is also collecting the Exo Stones for their own benefit.

"What do you propose we do? From what you described, this isn't someone we can take lightly, even with the Exo Stones we possess." Salem asked him as Doom sits on his throne.

" _Indeed. We need to find the last remaining stone before him or anyone else. It'll take all our combined resources and intellect to stand a chance against that "titan"."_ Doom said. _"Fortunately, I'm already forming a plan, but I'll need the other two's assistance. Where are Eggman and Octavius? They should be done by now."_ He asked.

 **BGM End**

* * *

 **Mobius…Somewhere deep in space**

 **BGM-Sonic Colors OST-Robot's Lost and Found**

"Faster, you idiots! Faster! Put your backsides into it." Eggman yelled at his robot lackeys from the inside of his moveable Eggmobile, sitting next to Octavius as outside in space, Orbot and Cubot are slowly pushing the car they are in.

" **Technically we don't have backsides, boss."** Orbot informed him.

"I don't care! Just push. We have to hurry. We already have our revenge planned out, and next time we will not fail!" Eggman proclaimed while Ock sigh in tiredness and exhaustion.

" **Of course you won't boss. Of course you won't. On the bright side, a certain** _ **someone**_ **got their voice back."** Orbot gestured to Cubot.

" **I feel like my old self. All I want to do is talk talk talk,"** The annoying cubed-bot exclaimed as he continues yapping, **"Hey, remember when we were chasing all the little alien guys? What's up with those guys anyway? They sure were funny looking. Hahaha. Smelled good, though."** He continued talking, causing Eggman to slid down next to Ock groaning in frustration.

"Ugh, what I wouldn't give for the maddening silence of space right about now." Eggman grumbled.

"Let's just sleep it off and hope to god Doom or Salem will pick us up." Otto said to him.

"That might take a while…" Eggman said, as he and Otto both sigh as they are forced to listen to more of Cubot's chatter.

" **Oh, I wish we had some of that sushi. Bummer we didn't bring any with us. Not that we could eat it since we're robots, but we could have looked at it. I love looking at stuff. I love stuff! The fireworks show at the end was great. Hey, how did you get all that stuff to blow up like that? Loved it! By the way, did we destroy the D-Avengers this time? Duh, sorry, dumb question. We never destroy them! Hey, where are we going... Ohhhhh look at that star... oh, and that one... and that one... and that one... that one's nice... oh look at that!"**

 **BGM End**

On the outskirts of space, unaware to the doctors for some good time, an ominous dark portal slowly opens up in space, and the only thing that can be seen is a sinister glowing face in its middle, showing malevolent narrow eyes and a serrated mouth, looking very threatening that could scare the _eat_ the soul for all of _time_.


	20. Preview for Future Stories

_Preview for Future Stories_

 **Starting Soon…**

 **D-Avengers: The X Factor**

Join Spider-Man, Sonic, Knuckles, Yang, Blake, Penny Polendina, and the returning Spider-Gwen (from _Battle for Remnant_ ) as they join forces with Mega Man X, Zero, and Axl in another exciting adventure that'll determine the fate of two worlds. Ultron, the malevolent machine of the Marvel Universe, and Sigma, the villainous reploid of Mega Man X have fused together through the power of a new Exo Stone, forming the all-mighty super robot of destruction: Ultron Sigma. They have kidnapped the main team of Avengers (like Captain America and Iron Man), and it's up to the D-Avengers and Maverick Hunters to save them and stop Ultron Sigma.

 **After that…**

 **D-Avengers: Generations**

The "anniversary" story of the United Heroes Series. An adaptation of the video game, _Sonic Generations_ , with the focus being on Spider-Man and Sonic. While celebrating their birthdays, a mysterious new entity called the Time Eater have kidnapped their friends and has sucked the color out of New York City. It's up to Spider-Man Prime, Modern Sonic, Spider-Man 2099 and Classic Sonic to restore time itself, save their friends, and stop this new enemy in an adventure that'll make them go through all their previous adventures.

 **And lastly…**

 **D-Avengers: Exo War**

The final chapter in the Masters of Evil Saga begins here. Summer vacation is almost over but that doesn't mean the life of an Avenger is, especially when the Masters of Evil unleash their ultimate plan: Fusing the dimensions of Earth, Mobius, and Remnant into one whole new universe. This little stunt has brought the attention of the universe's most dangerous tyrant as they come to the unified world to collect. Now it's a three-way war between the Unified Heroes, the Masters of Evil, and this new villain in the ultimate climatic showdown that determine who'll gain all eight Exo Stones and decide the fate of reality itself.


End file.
